I Remember I Told You I Love You
by seriousish
Summary: BND fic. When Peter took Mephisto’s deal, it was only because he knew he would find Mary-Jane again. He never thought he’d find Felicia Hardy first.
1. Chapter 1

In the great tragedies of his life, Peter had always had the same feeling of time rushing by incalculably fast. He always thought that if he had just a few moments more, he could save the world. If Uncle Ben had just held on for a few seconds more, the paramedics could've gotten to him. If Gwen had just fallen a few seconds longer, he could've come up with a way to stop her without breaking her neck.

That was what he felt now, while his heart exploded over and over again in his chest. If he had just a few more moments, he could keep Mary-Jane and save his aunt and stuff a fist in Mephisto's face for good measure. But Mary-Jane was walking up to Mephisto, whispering something in his ear, and if Peter only had a few minutes, just one more, he could find a way out of this…

The Devil smiled.

Peter was about to speak, was about to say that he didn't want this, when Mary-Jane's lips touched his for the last time. He wasn't sure if she heard him tell her he loved her. Then they were lost.

* * *

Peter Parker had his evening all figured out. He would fight the Shocker, go home, eat a frozen dinner, maybe watch some TV and then masturbate to some internet porn if he was feeling really wild. The realization that he was actually planning a sock session sucked all the fun out of trouncing Shocker.

"No wisecracks? No smart-ass remarks?" Shocker brought an awning down somewhere near Peter's head. "Finally giving me the respect I deserve!"

That pissed Spider-Man off just enough to get him interested. He recklessly jumped to point-blank range, but leveled Shocker before he could do anything about it. "Listen, Herman, can I call you Herman? You suck as a supervillain. Making fun of you is like MSTing the Special Olympics. Sure, it's possible, but I'd just feel like an ass. Look at you, you're wearing a quilt and vest after I've beaten you how many times? How can I take you down a peg when there is no lower peg? I'm not even going to tie you up. Webbing's expensive, you know."

He shot out a webline to swing away on, but wouldn't you know it, Shocker sat up, gauntlets charged… and lay back down, due to Black Cat having landed on his chest.

"This a private battle royale, or can anyone drop in?"

Peter debated whether to let go of his webline. He felt like kinda a dork holding onto it (and it seemed very important not to seem a dork in front of Felicia), but webbing _was_ expensive. "I wouldn't call it a battle _royale_. Not even a battle. It was more of a 'batt'.

"Well, if webbing's too pricey…" she held up zipcuffs. "I buy these in bulk."

"Cute and frugal. You're gonna make some lucky guy very happy."

"Or some lucky girl. I'm not picky." She finished cuffing Shocker to see Spider-Man was swinging away. "Hey, wait up!" She shot a cat-cable after him. "I wasn't done bantering yet!"

Any attempt at re-greeting was obscured by the sound of Peter tearing a cocoon open. Inside the ripped webbing was his outerwear. Felicia, seeing Peter switch identities, felt the same way she would seeing him undress. Which was not to say embarrassed…

"I just don't feel like talking," Peter said, shaking his mask at her.

"You? Not talking? Now I know something's wrong. What is it? It's not May, is it?"

Peter's teeth subtly bared. "You know, it really bothers me when you act like you care—"

"I _do_ care. I like the old broad. She's got… gumption. Or whatever. You know how much I wish my mom had had gumption?"

Peter finished slipping on his shoes, the last staple of his transformation. "I'll see you around."

"Yeah, okay." She played it cool. "If I'm not too busy. Hey, tell Mary-Plain I said hi."

Peter's voice was almost inaudible as he stepped down into the building. "We broke up."

* * *

The next time Felicia saw Peter was… the next day. She went to the trouble of knocking, twice, before she picked the lock. The place was a pig sty. Apparently, Mary-Jane had left and taken the maid with her. Felicia made a few clean-up attempts before remembering her dignity. No Hardy would clean up after failed webbing experiments.

"Don't move!"

Felicia ducked, fast enough to evade the baseball bat with its sights set on making her head a home run ball. "It's me! It's me!"

Peter stood over her, gradually lowering his bat. "You broke into my apartment?"

"I knocked! Twice!" she added defensively. "And how many hot babes with white hair do you think there are in New York?"

"There's Storm," Peter said unhelpfully. He belatedly gave Felicia a hand-up.

"New York City, not New York the state." Felicia brushed some empty sandwich bags and assorted crumbs off her back. "What the hell happened here? Did Venom trash your place?"

Peter looked around. "Yeah. Let's go with that." He set the bat down and flopped onto a couch. "So what're you doing here? S'not like I have anything worth stealing."

She ignored that hilarity. "I was worried. Last time you and Mary-Jane parted ways, you wound up living on the streets. How do you think that reflects on me, your ex?"

"Good point." He started a staring contest with the ceiling.

Felicia sighed. "Okay, normally I wouldn't do this but—"

"Cat, a pity screw would only make me feel worse."

"'Normally I _wouldn't_ do this'," she repeated emphatically. "I was talking about cleaning."

"Is this a fetish thing?" Peter rolled over to look at her. "Like that time you wanted to try bondage, made me slap you, then cried for thirty minutes?"

"One, it was ten minutes, and two, would you stop making everything about sex?"

Peter looked at her. Then he burst out laughing so loud she couldn't help but join in. They laughed so hard, Felicia almost didn't notice when Peter started sobbing. She held his hand and waited until he stopped, not daring more than rubbing the back of it with her thumb.

"So, you clean, I'll help, we'll have this place spotless in no time."

Peter nodded, fretful. "Yeah."

* * *

Felicia didn't know half as much about cleaning as Peter, but she could scrub a dish with the best of them. She used his costume's gloves for the dish-washing, which made Peter blast her with the faucet in retaliation. She blocked it with a dinner plate, managed to make him step in the mop bucket. They had so much fun, Peter didn't even realize Felicia was taking all evidence of Mary-Jane's presence and stuffing it into a box earmarked for the back of Peter's closet.

Good feng shui.

* * *

The next time Peter saw Felicia, she was standing on his doorstep. "I didn't even have to pick the lock."

"Or knock twice."

Just to retain her edge, Felicia slunk by him into his apartment. It was still clean. "Damn, we did a good job on this place. How ya gonna pay me back?"

Peter drolly shut the door behind her. "And here I thought you were just being nice."

"Me? I never do anything without getting something out of it."

"Or into you."

"Down, Spider. You'll make me blush. No, I was hoping for a favor of a less close and personal kind."

"I'm not helping you steal anything."

Felicia rolled her eyes, along with her entire head. He'd used to know her so well, now it was like he'd been brainwashed into accepting this caricature of her as the real thing. Okay, so she did like everyone else thinking that of her, but she'd trade it in a heartbeat for him to know her. The real her.

"Sometimes you act like I only care about fucking and stealing."

Peter crossed his arms.

"I also like cats."

"Mmm-hmm." He gestured to a chair, which she indolently spread on. He sat across from her. Crossed his legs.

"My cat had kittens. I can't take care of all of them, being a superhero and all, and I can't give them all away. I want you to have one."

"Are you kidding me? I can't find time for a kitten. I'm a superhero-cum-photographer-cum-teacher…"

"That's a lot of cum," Felicia said, eyebrow arched.

"Cat, I'm serious."

"Ooh, change of pace." She stood. "Okay, I'll give him to the pound. And when no one wants him, they'll put him to sleep, but I'm sure I can live with that if you can."

Peter groaned. "Fine. But you'd better throw in a self-cleaning litterbox, because I am not…"

She reached across the distance separating them and squeezed his knee, smiling wide. "Thank you. I mean that."

"You're welcome," Peter said. He could feel every whorl of every fingerprint on his knee.

"I'll give the kitten some time to grow up before I separate him from the mother, but you can visit anytime you like."

"Tomorrow good?"

"I don't know. I might be fucking or stealing." She smiled. "Tomorrow's fine. Think up a name for the little scamp, eh?"

* * *

Bounty hunting was close to stealing. It had the same foreplay, the same climax (it was close to that other thing as well). You scoped out your target, took what you wanted, and sometimes needed more than one or even two people to get the job done.

Funny coincidence, how she'd joined Heroes for Hire after Peter joined the Avengers. Yeah. Funny.

They were tracking Shocker. After bailing him out of jail, Colleen and Misty were hoping he would jump bail and lead them to the new Sinister Six, where they would swap their bail bondsman hats for bounty hunter hats. Two birds, one team of sexy bitches (and Humbug).

"Define 'deal sealed'," Colleen said, breaking radio silence.

"He's adopting one of my kittens. That's almost like moving in together. And he's coming over to my place to meet the little furball, so all I have to figure is how to 'greet' him and dot dot dot."

Shang-Chi, her partner, looked like he had something to say.

"And I'm not a suggestion box, so keep your fantasies to yourself."

"I merely wished to state that despite our expectations, cleverness and subterfuge are often trumped by sincerity and openness."

"You took a vow of chastity. What do you know?"

Misty's amusement rung over the comlink. "He _needed_ to take a vow of chastity. What does that tell you?"

Shang-Chi blushed, vividly.

Humbug piped up "You know, for many species of spiders, the male can trigger a predatory response from the female if it fails to properly execute a mating ritual. Sometimes, the female will even eat the male simply for hunger, before or after copulation. I don't know why I brought that up."

"I don't know either," Felicia sniped. "Anyway, spiders are arachnids, not insects. Or does any creepy-crawlie fall under your purview?"

"At least I have a superpower! The only special ability you have is falling into bed with a new man each week."

"Peter's special!" Felicia said, pounding the pavement behind Shocker with stomps instead of steps. "And I'll have you know that some of those men were just androgynous women!"

Misty cut through their argument like a samurai sword, just as Shang-Chi grabbed Felicia's arm to keep her from walking right into Shocker. "I won't have any slut-shaming or power-pounding on my team! Don't give a good goddamn how many brothers a sister entertains, or what somebody's jive is! Now, I won't make you apologize since you ain't children, but if you keep acting like kids then I guarantee you'll be sorry! Dig?

They murmured affirmatives.

"Good. Now kitten, hook a sister up. What makes this Peter such a fiiine catch?"

"He's super-smart, funny, good with kids (best teacher ever, did I mention?), respects his mom, is sweet without being a wimp, and he's just a big damn hero all around. You know… _the_ Peter Parker."

"Peter Parker?" Felicia could hear the rasp of Colleen scratching her chin over the comm. "Isn't he the guy that Spider-Man sued for faking some photos?"

"Had to dress up like a giant chicken?" Shang-Chi added.

"No, he _is_…" Felicia realized that her team had, indeed, been living under the proverbial rock. "Peter Parker. He's the one. You ever met the one and just _known?_"

"Danny Rand, winter of '97," Misty answered. "Good luck with your man and all that, but right now, it's about to get all sorts of kung-fu."

* * *

"I'll admit it, Felicia Hardy, I wasn't exactly expecting you to answer the door in jeans and a Nintendo T-shirt, but this is…" Peter ran a hand through his hair. "Nice dress."

"Thanks. My mom made it for me." Felicia did a little twirl. "Wore it to the prom. Still fits."

Her dress had neither a high hemline nor a low cleavage. There were no cut-outs. It had sleeves. It was classy, elegant even, and wearing it only let in the good memories of her mother. Wearing it wasn't keeping her attraction to Peter a state secret, but it wasn't shouting it from the rooftops either. It was just there. It had always been there.

"What's the occasion?"

"A girl can't feel pretty?"

"You always feel pretty." He brushed her cheek with his thumb. "How could you not?"

There were any number of responses she bit back, not wanting to inundate him with crazy on their first not-really-a date. A disturbingly large number of those censorships had to do with the love of her life having picked a supermodel/actress over her (if Mary-Jane had been a singer and She-Ra too, Felicia would've had to take her own life rather than live in a world where redheaded childhood fantasies poached her men).

The way he'd touched her cheek: Fondness or just her imagination?

"So, when do I get to meet the little fuzz?"

"Right this way."

The kitten was as cute as advertised. Barely more than blind, he kept taking a few wobbling steps in a random direction before he fell. After three or so little trips, his mother would get up to drag it back. Felicia let the mother lick her hand before she took the kitten to Peter. He was sitting on the couch, so Felicia had to bend over to set the kitten on his lap.

"I was beginning to worry you were a Skrull," Peter said of the view.

"I am a genteel lady and haven't the foggiest what you're talking about."

"Mmm." Peter scratched the kitten's head as Felicia perched sideways on the cushion beside him. "So… nice place."

"Thanks. I tried to hire a nice decorator and this guy named Stavros had some very interesting ideas about open space… all the furniture came from this tiny store in the Village, his recommendation."

"Cool." Peter nodded. "Who are the other kittens going to?"

"Just people around the neighborhood. I told everyone about Mittens being pregnant at the last block party, had a few takers."

"How many were trying to get into your pants?"

"Just two. Must be losing my touch."

"Not from where I'm sitting. Ow!" The kitten was kneading Peter's thigh with his claws before he curled up for a nap.

"Aww, that means he's comfortable with you."

"As a mattress?"

"Usually it would only do that with its mom."

"Great, I'm a foster parent."

"Would some Chinese food soften the blow? I've got some noodles in the fridge just _dying_ to be reheated."

"Feed me, Seymour."

Felicia petted the kitten's mother as she disappeared into the kitchen. The cat, reclining as she nursed her kits, glared at Peter.

"What're you looking at?"

He heard the hum of the microwave coming on. "Don't mind her. Cats are very protective of their young and you're all stranger danger over there."

"Great. I can't even win the trust of a cat. No wonder the public doesn't like me. Maybe I should start small. See if there's any bacteria I can sway to my side."

Felicia came back in, bearing two steaming-hot take-out cartons. "I have more than one cell and I think you're the cat's meow."

"But you're an ex. That mean I have to date all of New York to get them to like me?"

Felicia handed him his chopsticks. "It's not as hard as it sounds, trust me." She laid down across the couch to rest her head on his other leg. "Your kitten's right, this is comfy."

"Consider yourself at home, consider yourself a part of the furniture…" Peter sang.

Felicia laughed again as she chopsticked some noodles into her mouth, looked up at him. "So how ya holding up? Really?"

"I quit the DB. And no, I don't mean the Daily Bugle. It's a tabloid now. So I'm hoping my history will get me a job at another paper. Robbie's promised me a good reference, so who knows, maybe the New York Times will take me."

"If they hired Jayson Blaire, they'll hire anyone."

"And you, Ms. Hero for Hire?" Peter asked, playfully twirling a loop of her hair around his finger.

"Oh, they're fun and all. Pay the bills too, occasionally. And all the girls are pretty cool. Guys too. Except for that Paladin jerk. He's not even the original Paladin, just some asshole leeching off the name of someone who was a D-lister to begin with!"

Peter paused before setting down his chopsticks. "This guy an original-flavor jerk or ex-boytoy jerk?"

"Oh, we skipped straight from UST to bitter exes. And that sounds remarkably like jealousy."

"Because it is." Peter helped himself to some more chow mein. "So, went straight to the Ex-Files, huh?"

Felicia, railroaded, just said "Yeah. After some… ahem… simpering which we will attribute to temporary insanity brought on by not having a date in months—"

"My humblest apologies."

"—he kicked me in the gut for a quick buck." Felicia felt Peter go rigid with outrage. "This was after…"

"After what?"

"While I was unconscious, Paladin felt me up in the Savage Land."

Peter paused for a long moment. "Do you call it the Savage Land when you stop waxing…?"

She dug her nails into his leg. Peter winced and petted her hair apologetically. It was starting to feel good. "You know, you _can_ do better."

"I know. So can you, Mr. Girls Gone Wild. … So how'd you do it?" Felicia asked, apropos of nothing but her desire not to scare him off by going too deep, too fast.

"Do what?"

"I can remember, as intimately as the birthmark on your butt, you getting on national TV and flashing your secret ID to everyone and their mother. But I cannot… I just can't remember if you'd shaved that day, if you were bruised, how long your hair was. Blank." Felicia stifled a yawn. "And no one I've talked to can remember your face either. It's not on Youtube, it's not on Piratebay, it's gone. I want to know how you made everyone forget you were Spider-Man."

"I don't know. But I think someone up there likes me."

"That's your answer? Divine intervention?"

"Hey, we've got Celestials, we've got Watchers, we've got Eternals… someone must've decided to do me a solid. Never look a gift horse in the mouth, Cat."

"Yeah. Tell that to the Trojans. No man can be that lucky."

"I met you, didn't I?"

She was fading fast. The fight with Shocker's Six must've taken more out of her than she'd thought. And she didn't have to keep one eye open with Peter. She could let her guard down. He would keep her safe.

* * *

Felicia woke up with the kitten on her stomach and Peter gone. That brought a profound sense of loss, even worse than her usual home-bodied heartsickness.

The kitten mewled forlornly. "I know the feeling," she said, delivering the kitten back to its mother.

* * *

It was raining the next morning. Felicia was prodded awake by her finely-honed senses detecting an intruder. She telescoped out a baton she kept under her pillow and grabbed a gun for good measure. You'd be paranoid too if someone shot you full of cocaine and tried to rape you.

The drizzle of rain on the outside of the building was in one place amplified, like a parabolic dish, by an open window. Peter closed it, muting the raging thunderstorm outside. His wet suit clung to him and Felicia tried to conceal her shortness of breath by throwing a bathrobe over the ratty T-shirt and panties she'd been sleeping in.

Peter took a box out of the webbing he'd had slung over his shoulder. "I brought breakfast," he said, holding up a donut. "Got milk?"

Felicia's arms were crossed under her breasts. "You tell me." She went to get some from the fridge.

Peter took off his mask and wiped some of his damp hair off his brow. "I didn't mean to cut and run last night. I just had a patrol to run and… you looked like you could use the sleep."

"I had nightmares."

"Probably karmic payback for all those stories you've been telling. According to you, by your twentieth birthday you'd been raped, lost in the wilderness, hooked on drugs, kidnapped, seen your parents divorced, seen them die, made a suicide attempt, ran away from home, been involved in illegal street races, gotten pregnant, been in a cult, slept with your brother, had a cancer scare, contracted an STD, contracted leprosy, been addicted to Internet porn… for God's sake, you told Hulkling you knew what it was like to be exposed to gamma rays! He's not even that kind of Hulk!"

"It's not like he wore a badge saying he was a gay Skrull. Although the fact that he never once looked at my breasts should've been a clue. Not so much for the Skrull thing… although do Skrulls have a breast fixation?"

"With breasts like yours, who wouldn't?"

Felicia smiled at that and took a Danish from him. "It's easier to talk people down when they sympathize with me."

"You said you were gang-raped by both the Kree and the Skrulls."

"The old story was too Lifetime."

"Why would the Kree and the Skrull even do that together? They hate each other!"

"I'm just that bootylicious, baby."

Peter laughed. Ate another donut.

"Do you want something from me?"

He stopped giggling like the rain would eventually stop, into a screwed-lips sort of grimace. "I keep thinking about you."

"I know."

"I keep coming back to that night when I took the mask off. When I shared my secret with you."

"I was a stupid child. I overreacted."

"I wasn't ready either. I should've dealt with that rejection instead of…"

"Mary-Jane?"

Peter hung his head long enough for Felicia to regret speaking up, regret all the needling and bitchy asides. Poor bastard really did love her. It had to hurt him for Felicia to talk shit about her. "Yeah," he said at last. "It just wasn't in the stars. But… we're ready _now_. You've changed and I've changed; we're different, better people. And what if we never get another shot, if you meet someone and I meet someone… Maybe this is where the stars align for us, right here, right now, there'll never be a better time. So we can keep screwing around and never got our feelings bruised, or we can…" He held out his hand to her. "I care about you. A lot. And what I keep coming back to isn't how you hurt me or whether I can trust you or not, it's that time you said… you remember this? You said that if I'd given you time, you would've calmed down and 'come around to me.'"

"I shouldn't have said that. Like it was your fault the whole relationship went ka-blooie. I was the bad guy there, we both know—"

"Did you mean it?" Peter cut in with shocking passion.

Felicia smiled and crossed her heart as she moved to embrace him. There were tears in her eyes. She wanted to tell him how _she_ felt because she _finally_ had the words, but he held her back with an outstretched hand.

"I have to be honest. I'm not over Mary-Jane. But I swear to you, I won't let what I had with her come between us."

"Can I talk now?"

"Go right ahead."

Felicia thought for a moment. "I can't think of anything to say." She kissed him instead. That pretty much said it all.

* * *

Mary-Jane didn't wake up in time for breakfast. Kristy gave her big sister half an hour of beauty sleep while the food got cold, then went to see if Mary-Jane was alright. She found a red-eyed mess huddled in bed, countless wadded-up tissues discarded around the room.

"MJ? Why're you crying?"

Mary-Jane futilely attempted to dry her eyes before looking at Kristy. "I don't know!"


	2. Chapter 2

Misty, in no-nonsense words devoid of her friendly ebonics, had informed Felicia that she would show up at the office above the Golden Dragon for an SHRA-mandatory fitness exam. Felicia had prudently decided not to make a liar out of her. She instead chose to subtly parody the entire enterprise by dressing in tennis clothes.

"Hey Otis," she said to their indestructible receptionist. She paused long enough for a finger-snapping compliment, but when none came, she continued on her way.

"Whoa, miss, do you have an appointment?"

She looked at him drolly over her shoulder. "Very funny."

"You need to make an appointment before I let you in. And since Heroes for Hire Inc. is undergoing a fitness review as per SHRA provision 245, you might have better luck tomorrow."

"Otis, it's me. Cat. One of your loving employers?" She dug into her purse. "I have my SHRA ID right here." She showed it to him.

"That's a library card."

Rolling her eyes, Felicia pressed her thumb down on her photo. The nanites in the card did a quick biometric scan, then lit up a hologram proclaiming that the bearer was indeed Felicia Hardy, aka the Black Cat.

"Oh! Sorry, Miss Black Cat! And thank you for choosing to share your secret identity with me… Felicia. It's a real honor…"

"Don't cream your shorts, I just didn't want to get sweat all over my leather. And anyone who's anyone knows." She shoved her way into the back, where all her fellow heroes gave her blank stares.

"Are you lost, ma'am?" Colleen asked.

Felicia swore as she extracted her ID from her wallet again.

* * *

"So none of you knew who I was?"

"I didn't care," Tarantula amended.

"I was a commentator on Best Week Ever! I hosted Saturday Night Live… well, Mad TV. And do you know how many times I've shown up on Perez Hilton? My crotch has been photographed more than the space shuttle launch!"

The conversation was put on hold as their local SHIELD agent made an appearance. Felicia was shocked by how young he was. SHIELD agents had to have some seniority to work with secret identities, right? He explained the protocol in mind-numbing detail, then took them by crowded flying car to a Heli-Carrier. There they were fitted with body monitors and told to perform a sequence of exercises for set amounts of time.

First up was treadmills. A line of them stretched from wall to wall of the football-field-sized gym. They got onto their regiment next to the X-Men.

"Hey, it's Wolverine," Felicia said. "I had a team-up with him."

"Didn't peg him for your type, girl."

"Not that kind of team-up. His loss." She waved.

Logan grunted and looked away.

"Was it a good team-up?" Shang-Chi asked.

"I have no idea what that constitutes."

"It looks like he doesn't recognize you."

"I was experimenting with a different costume… can't he recognize my scent or something?"

The timer beeped. They went on to bench-pressing. Most of the team were Ones in the strength department, so they went to the green section. The rules said they had to bench two hundred pounds. Humbug had trouble with his, even with Shang-Chi helping him.

"Let your mind and spirit become one with your body to conquer all obstacles."

"I talk to bugs! Why do I need biceps to do that? Does Professor X have to run a marathon before he can work Cerebro?"

"Whine about it a little more, that'll help." Felicia began pumping her barbell with contemptuous ease, turning her head to Misty and Colleen. "So, the Peter situation? Done deal."

Misty's barbell had far more plates on the side her bionic arm was holding. "You sure that's wise? How long ago was his big break-up?"

"Pfft. Months."

"And you're already tapping that?"

"Not yet, but we're in range of tapping."

"It might be wise to let him 'bounce around a little' before you 'catch his rebound'," Colleen said.

"Look, Peter's like a beautiful house with some fire damage. What he really needs is for someone to move in and start fixing up the place so we can have screaming orgasms."

"Not that I begrudge any woman a little breaking-down-the-walls-of-Jericho, but if you gon have a real relationship, you have to let that broken heart mend before you start putting weight on it."

"I'm tired of waiting. I want sex… and to put little love-notes in his lunch and the occasional cuddling and a big white wedding!" Felicia put up her barbell. "You know, some friends my age have been married five times!"

"Hey, maybe we could go on a double-date," Tarantula said to Shang-Chi.

Humbug cut in, "Peter is like a caterpillar who has to undergo a metamorphosis into a beautiful butterfly."

"Thank you, Humbug," Felicia said. It sounded weird.

"And to do that, he needs to cocoon himself in Black Cat's chrysalis… oh, I just realized how that sounded. But thank heaven you aren't consorting with that Spider-Man anymore. He once threatened innocent insects to compel my surrender."

* * *

That night, all the web-swinging in the world couldn't clear Peter's head. He hadn't been this confused since his first girlfriend. But then, he was out of practice. He hadn't been in a real relationship since Mary-Jane.

It wasn't fair. He'd have thought being together would've lent him some clarity. It just made things more unclear. But a sexy kind of unclear.

A thrown car arced through the air. Peter lunged, latched on to it, and shot out weblines to either side to hold the car in place. _Ha! Let's see one of those Initiative noobs pull that off!_

He hung off the rear bumper to see the Rhino was making mincemeat out of an Inititeen, who was decked out in not-at-all generic skintight black leather. Spider-Man sighed and hit the horn on the suspended car.

The street was fairly gentrified, so Peter leapt and landed behind an awning while Rhino turned to ponder the car's predicament. While he was distracted, Peter swung down and snatched up the Inititeen. " Whaddaya know, somebody left a perfectly good superhero lying around!"

Rhino spun, having finally figured out the webbing. "Spider-Man!"

"So formal! We've known each other so long, why stand on ceremony? You can call me Spidey, I'll call you Fran…"

Rhino huffed and puffed as he looked for something heavy to throw. Peter looked the Inititeen over. No bleeding, maybe a few broken bones. "You went toe to toe with the Rhino. That's Hulk territory. And Hulk not smartest one there is."

"Government… gave me experimental power-boosters," the Inititeen gasped. It was obvious the most pain he'd ever been in before that night was maybe a stubbed toe.

"See, that's a very nice way to say they strapped some alien tech to your hiney and told you to do some good. Bet they didn't tell you how many of your fellow do-gooders have gone 'off-target'. No, keep still, your spine could be fractured or compressed or something. Wait for the ambulance, I'll handle the pachyderm."

"Why are you helping me?" the Inititeen asked, and Peter realized it wasn't the Rhino he was afraid of. "You're a villain."

"Yeah, I moonlight." A trash can bombed the rooftop to their left. Rhino. Peter broke off the Inititeen's spiky epaulets and carried them to the edge of the roof. Rhino had another trash can cocked like a quarterback about to launch a pass. Peter staked the epaulets on the parapet. "What's the matter, hornhead? Guy in red and blue doesn't make a good enough target?"

"Dieee!" the Rhino roared as he threw.

Peter ducked to the side and snagged the trash can with a webline. It went taut, slowly stretched. "Noooo," he replied in the same drawn-out drawl as the Rhino. The trash can rebounded. It ended up skewered on Rhino's horn, having knocked him back a few feet… right under the webbed-up car. Peter kicked the epaulets into the web anchors, dropping the car onto Rhino.

The Black Cat followed it from out of nowhere, ending up with a neatly Zen cross-legged stance atop the sunroof. "So you've spoken truth to the power, made a few jokes, caused some property damage… is that it, or is this going to drag on much longer? I mean, it's _just_ the Rhino."

Said supervillain roared as he stood up with a shish-kebob of trash can and auto on his horn. He vainly groped up for the Cat. "I'm the best! The best!"

Peter leapt down and started his Muhammad Ali impression on Rhino's broad midsection. "Notice he didn't say the best at what," Peter quipped, flipping back when Rhino swatted at him. "Cat, what're you doing here?"

Felicia was spread-eagled atop the car, holding onto the antenna and hood ornament. "Couldn't sleep either. Thinking about our relationship."

"We have a relationship?" Peter cursed himself for saying that out loud. It was a wonder MJ had put up with him for as long as she had. He channelled his frustration into a baseball slide that knocked Rhino to one knee. "I mean, of course we have a relationship! Wish I could be more specific than that…" _Are we about to have a relationship? Are we having a relationship? Or is this actually—_

Black Cat lit a flare and scrambled to the car's fuel tank flap. With the flare clutched in her teeth, and all the time staying atop the car like it was a bucking bronco, she unscrewed the cap and tossed the flare in. "Fire in the hole!" she yelled as she jumped clear.

Peter grabbed an alley cat that'd been watching the fight and leapt as well. He passed Black Cat in the air, but grabbed her by the fur lining of her costume and yanked her further out of the blast radius. The car went up with an explosion that, at that close a range, was the Rhino's equivalent of getting a bell clap. When the smoke cleared, he looked like a cartoon character that'd just smoked an exploding cigar, with a car engine and peeled trash can sticking out of his head. He raised a finger.

"We know, we know, we're despicable," Peter said as the Rhino collapsed.

Black Cat crawled out from under him. "Peter, you saved the cat! Guess that means you get to be on top for the casual sex…?" Her lisp at the end turned it into a much larger question.

"Can we have this talk in private? And in normal clothes? And maybe over breakfast, I skipped dinner and I'm starving."

"Say, IHOP in one hour?"

"Said."

* * *

Peter showered and shaved as soon as he got home, then changed into the business casual ensemble MJ had designed for him to wear to Bugle formal affairs. The thought made him pause in the middle of puzzling out his tie. Mary-Jane Watson. It would _not_ be fair to Felicia to start something if he wasn't getting over MJ. Yet how was he supposed to get over her if he didn't move on?

He thought about it as he scarfed down a stimulant bar to tide him over. He knew he wasn't going to get back together with MJ; that ship had sailed. It was time to live in the now, seize the day, get busy living or get busy dying, and whatever the moral of Good Will Hunting had been. He straightened his tie and looked at himself in the mirror. Peter Parker: Single and dangerous.

* * *

Felicia tried on the forty thousandth ensemble in her wardrobe. She just couldn't seem to put together an outfit that didn't seem slutty. Usually, that wasn't a problem, slutty being her niche and all, but she wanted to be more than Peter Parker's fuckbuddy. Okay, not much more, just the girl he took to the movies and Thanksgiving dinner and big world-shaking crises. She wanted him to call her his girl. She wanted him to say her name that way. Hold her that way. Like he had Mary-Jane. Red's loss was the Black Cat's gain. And Peter's. She just had to make him see that.

Sighing, she dug up a V-neck sweater and a long red skirt that left most of her silken legs to the imagination. She didn't even wear her spider-lingerie, though her underthings did end up being red. A girl had to have some standards.

* * *

Peter arrived at the diner a prudent five minutes early. Felicia arrived a fashionable five minutes early. They stared at each other.

"I didn't know you wanted the _clothes_ to be casual," Peter said.

"I didn't know you looked so good in a suit." She fanned herself teasingly. "Me-yow."

Peter kissed her lightly on the lips and it wasn't awkward at all. It was liberating. She caught him by the waist before he could pull all the way back. Peter smiled brightly before kissing her again, all relief and comfort.

"And for a moment there I thought you wouldn't come."

"Where else would I go?" he asked, batting a wisp of hair from her face. "Wanna split a grand slam?"

"Take me now, sweet-talker."

There was sex that hadn't felt as good for Felicia as holding his hand on the way to their booth.

"Promise me something," she said as she slid in across from him. "If you're here to let me down easy, just hit me. I can take it."

Peter took her hand. "I'm not here to let you down."

Felicia sagged backward, like she was deflating tension. She slipped her foot out of its sandal and began to tease her way up his pantleg. "So how's this going to work, then? I'm registered. You're not."

"The Avengers turn a blind eye to me all the time. You can do the same. So long as we can the PDA…"

"Awww…"

"So no one realizes that Peter Parker and Spider-Man are both dating the Black Cat…"

"Or we could just say I've been watching a lot of Big Love." Felicia ticked the zipper of his fly with her toenail. "Actually, that's something I wanted to talk to you about. I went to my workplace."

Peter snorted. "With your fellow employees, the superheroes… you make it sound so normal."

She shrugged. "It's normal for me. But here's the thing. You know how I got arrested and everyone knows who I am?"

"Yeah." He caught her foot – "Sucks." – and began to massage it. "It's like you're a political candidate who posed nude for Playboy in college."

"No. It doesn't suck. Because no one knows who I am anymore. I mean, it's on my registration card, but that's classified. I'm not on Wikipedia, I'm nowhere. Just like you."

"Wow. Maybe the stars really are aligned for us."

"I'm serious, Peter. If you're mixed up in something…"

Peter stopped rubbing her foot. "I already said I wasn't, didn't I?"

Felicia folded her hands together. "Remember the time you took my powers away?"

"Yeah. It was stupid of me, I wasn't thinking, and I never thought you'd get hurt…"

"I know, I know, we'll chalk it up to us being stupid kids… but we need to be honest with each other. Do you know anything that could just erase us from people's minds? Because that kind of power scares me."

Peter rubbed his eyes. "I'll talk to Reed about it. Maybe Tony, if he'll see me."

"Wow. Reed Richards and Tony Stark…" Felicia smiled, mollified. "You make it sound so normal."

"It isn't. I'm always expecting to wake up and find out that you were just a very pleasant dream."

"And I'll admit it is nice to know I can have you both in costume and out. Although I don't know how long people aren't going to make the connection between a white-haired babe and a white-haired babe in a leather catsuit—"

"Maybe you could wear a wig."

"You like my hair just the way it is. Well, you will once my appointment at the salon is done."

"I like your hair now."

"It's not that kind of salon." Felicia smiled. Peter cocked his head, confused. "It's more of a… Brazilian one."

"Oh. _Oh!_ Then you want to…"

"Well, not right here on the table, but I would like to find out about any tricks you've picked up since we parted ways. Why, are you having second thoughts?"

"No, well… a few."

"Mary-Jane?"

"I warned you."

"She'll find someone new. She'll get over you."

"Like you did?"

"I did get over you. Now I'm getting back under you." Felicia reminded him of her foot by running it along his inseam. "And having so much fun in the process…"

"Would it be alright if we take things slow? Because… I want us to work."

"We can take things as slow as you like," Felicia said, taking his hand. And rubbing it with her thumb.

* * *

Felicia had once thought that Peter sustained only artful injuries, like cuts to stitch which became scars to lick in some of her weirder fantasies. But in reality, Peter got hurt in all sorts of ways. Peeling skin from pumpkin bombs next to electrical burns from Electro over bruises from the Shocker. He had an arsenal of medicines in the cabinet behind his bathroom mirror. She threw a robe on over her lingerie (she'd been waiting for him in it, a fact which now made her feel ludicrous and weirdly immature), scooped up everything on his shopping list, and brought them back to the living room.

Peter was crashed on the ottoman they'd picked up on a refurbishing jag. She found him painstakingly removing the bloody top half of his uniform. Through his shattered eye lenses, she could see his face was a canvas of bruises. Maybe that's why he left his mask on.

"What the hell happened?"

Peter was still winded. He panted between sentences. "Norman. He has the Thunderbolts on my ass every chance he gets."

"Bastard. Who is he?"

Peter took a tube of burn cream from her and began gingerly rubbing it over his reddened skin. "I never told you about Norman Osborn?"

Felicia shook her head.

"Oh, right. He was still dead when we met."

"Is this gonna be one of those totem conversations?" she asked.

"I'll skip the parts with cults." He spun it out quick. Telling it all hurt almost as much as the wounds. But he told it anyway, mainly to distract himself from the pain of the first-aid… but partly because of how Felicia had found the one unbruised portion of his torso and would massage it reassuringly as Peter recited Norman's laundry list of atrocities. He knew them by heart.

When he finished, the pain had faded to a dull ache. He slumped down, exhausted, to stare at the ceiling. Felicia hung her head over him, silver hair brushing across his lips.

"That's so… _insane_. I know Norman, I've met him at parties, he's always seemed so… charismatic."

"Please tell me you've never slept with him."

"Are you kidding? Have you seen the man's _hair_?"

"Have my babies."

"And put stretch-marks all over this bod? Not on your life." She bent to kiss him. "Unless you can make it worth my while…"

Peter turned his head, letting her taste cheek. "Sorry, Cat. The spirit is willing, but the flesh is crap."

"Last time I let you go on patrol without me." Felicia pulled the ottoman next to the couch and rolled him onto it. When he landed on his belly, she saw there was blood trickling down his back. "Hell. You're bleeding."

"All yours, princess."

"Honey, you shouldn't have."

Without the storytelling to distract him, the stitches seemed a lot more painful. Or maybe it was that Felicia was doing them. Mary-Jane had always been so careful, like she hadn't even been touching him at all…

"Aah! Be gentle, it's my first time."

"Almost done, Spider-Baby." She tightened the sutures. "I don't have the experience you do with life-threatening injuries. That's because I don't go picking fights with supervillains."

"Meh. It's a living."

"No. It's not." Felicia washed her hands off with Wet Naps. Peter's request: He'd planned ahead. "Have you considered retiring? You could go back to teaching, you love teaching…"

Peter got up, ignoring Felicia's concern, and went to the fridge. He got a beer, one of the six-pack he'd been occasionally dismantling since 2008. "Did I ever tell you why I started doing this?"

"For fun?" Felicia asked guilelessly.

"No. For money."

"If you do it right, same difference."

"That's what I thought." Peter took a long pull from the beer and then set it aside to where it was instantly forgotten. "I justified it as getting money for my family, but I just wanted people to… 'marvel at the awesome might of Spider-Man'." He reached for the beer, then decided against it. "I wanted to give the world the finger for not revolving around me. Typical teenage BS… there was this wrestling promotion."

"Wrestling's fake, Peter."

"This one wasn't strictly legal. One of the audience even robbed the manager. I could've stopped it, but I didn't because—"

"You were like me," Felicia said, getting the gist.

"You at least had a heart. You would've spoiled a robbery to save a damn cat. All I had to do was trip the guy. Wouldn't have cost me anything, wouldn't have… he shot my uncle. Later that night. Home invasion." Peter nodded to himself. "Million to one chance…"

Felicia tried to go to him, but Peter motioned for her to stay back. That was the worst. When he thought he didn't deserve sympathy, or even pity. It worried her, what he was capable of when he got like that. "You couldn't have known," she said, instead of putting her arms around him.

"And it would've been _so much better_ if it were someone else's uncle, or someone's wife, or someone's daughter." He pinched the bridge of his nose, didn't notice Felicia coming until she was embracing him. Not even the sudden shock of that comfort could prompt tears. He was stone. "If I try to save someone and fail… I can live with that. I _can_. But white picket fence, family dog, 4th of July barbecue; so long as people are dying, that's hell to me. If people get hurt because of me... I couldn't live with that. The Initiative's cutting down on crime, fine, dandy. But the Thunderbolts are eating my friends on live TV. Sooner or later the hammer has to come down, and I _need_ to help swing it."

Felicia buried her face in his neck. "I'll help."


	3. Chapter 3

"Hello?"

"Spider?"

"Speaking."

"Where are you? I'm getting some crap reception…"

"Oh, just swinging around. I got tired of having to use pay-phones, so I rigged up a little headset thing for my costume. Fits right under the mask."

"Cool. What gave you the idea?"

"I was waiting for you to call me."

"Aww. Can you pick some clothes up from the dry-cleaner's for me?"

"…this is not what I had in mind when I invented the spider-phone."

"It's a Bluetooth, Peter."

* * *

The dry-cleaner had probably thought he was a cross-dresser, but Peter had faithfully retrieved Felicia's costume and lugged it to her apartment.

A lesser man might've found Felicia in a state of undress… predictable. Peter found it reassuring, with the 'oh, you just caught me exercising' combo of sports bra and cut-off jogging pants to be novel. And the way she was covered in sweat, tonguing her bottled water… predictable, maybe, but a rut worth getting into.

"Subtle," he said, holding up her costume. He gestured to that famous zipper, which now ran from crotch to neck.

"It'll make bathroom breaks a helluva lot easier. And since I'll be spending more time in the suit, as your _partner_…" She smirked and took the dry-cleaning bag from Peter, then expertly rended it with her nails. "I can't wait to try it on. Feel the leather…"

"Maybe later," Peter demurred politely. _Don't rush into things, don't rush into things, don't rush into things._

Felicia pouted like a girl who'd just been told she couldn't open a single present until Christmas morning. But the smile she had hidden under it showed it was all in good fun. "Later, then." She grabbed a hanger from the door and worked it into her catsuit. There were a few minor cosmetic upgrades – by the sheen, the Initiative had made it unstable molecule armor – but so far Felicia hadn't followed through on her threat to give it a tail.

"I don't know why you keep tampering with perfection."

Felicia raised a protesting hand to her chest. "Spider, you should know from hands-on experience that I've never had any work done."

"I meant the suit, smartass." He gave the offending body part a slap. "Look at it. It's timeless!"

"No such word in fashion, lover. You should know. When was the last time you wore black?"

"Last year. Can't remember why, actually… guess I just felt like a change…" He rubbed the back of his head. "Anyhoo, I prefer the tried and true."

"Well, I'm definitely tried." She laid down across from the hanging suit, pulled her mask out from its super-secret hiding place under her couch. Held it in front of her face. "Don't know about true, though."

"You're one of the truest people I've ever met."

Panic put Felicia's guts in a blender and hit Puree. Was Mary-Jane _the_ truest? Not that Felicia laid claim to the title after that foolishness with the Foreigner… and Flash… and Silver Sable that one time… maybe it was Gwen. Yes, much easier to compete with a dead blonde than a live redhead. Not that it was much of a competition, with him looking at her like that…

Peter made up his mind, took the catsuit and laid it across her like a blanket. "Maybe you should try it on, just to make sure it fits."

"Oh, I know it fits." She slapped her stomach. "All muscle."

"Then… for me."

Not much of a competition at all.

Peter might've blushed to his ears if he had another second. "Unless, you don't want to, or you'd rather…"

She silenced him with a kiss. "Give me a minute. And… would you be offended if I asked you to wear the costume?"

"I thought we talked about polygamy…"

Felicia smiled. "Ooh, this is gonna be good. For the record, I have no problem sharing you with Johnny Storm. Or Daredevil. But not Harry Osborn, the guy's skanky and that's coming from me."

"I was going to say you can't love Spider-Man but not Peter Parker. We're a package deal."

"Not as much fun as I'd've thought. Unless there are clones involved."

"Don't even go there."

"Just put the costume on. And relax, Peter." Felicia flounced her way to her bedroom, deliberately leaving the door open a sliver as she began to strip. "I'll get you out of it soon enough."

* * *

Felicia had read in a journal once, while she waited irritatedly for a doctor's appointment—(she'd cut her arm on a window and sewn it up herself. The wound kept bleeding until she'd made an appointment. There, she'd calmly waited with a random magazine as others gaped at the soggy mess of linen on her arm.)—about Leonard Samson's foray into superheroic mindset. He'd often found that his subjects felt a rush, a righteousness high as he'd called it, from simply suiting up. Felicia hadn't met Peter yet, had been a mere cat burglar (albeit a fashionable one). She'd decided that if she ever started feeling that rush, it was time to get out. But she'd never felt it.

With Peter's eyes on her, she felt it. And now she could see how he took her in, eyes first widening, then narrowing. And to think she'd once preferred those blank lenses. What an idiot she'd been!

She felt the rush, let it carry her out the window. Peter—Spider burst into the room just in time to see her do up her zipper. "Was it getting hot in there or was it just me?"

"What're you doing?"

'Running." She fired off a grappling line. "Chase me."

Before he could accept her challenge, but knowing he would, she swung.

Felicia finally got what all those noir-vigilantes were on about. If the city were alive, it had turned over and bared its throat to her. The air smelled sweet, like it had just rained, and each rooftop cradled her as she hurdled the skyline.

She stopped under a radio tower, wondering if she'd lost him. But her luck had permanently changed. As she crouched down and watched the skyline for that red and blue, a slight _wiiiiip_ sound made her ears prickle. She turned. Spider-Man was upside-down, hanging from a webline beside her.

"Spider. Hey." She shrugged. "I'm not running anymore…"

He pulled his mask off, tucked it into a compartment on her utility belt. He was going to kiss her. She kissed him first, then slowly stood, going up his flesh to the nape of his neck and then over the embroidery of the suit over his chest. She felt his lips travelling across her cleavage, heard her catsuit being unzipped. There was a blissful tightening; she clung to him as the zipper went as low as it could go. Then she subtly pulled him off the webline. There was a moment of harried, wild motion as they playfully sorted themselves out, then they were in each other's arms.

Felicia reached down and found he didn't need much help getting started.

"You know, if we do this, there'll be no going back. Are you sure a beautiful woman like you really wants anything to do with someone like me, someone without a cent to their name who—"

"_Yes_."

They really would have to work at that consideration thing. Peter's problem was, he was too polite. He needed to be more assertive. He said what was on his mind as Spider-Man, he needed to do the same thing as Peter Parker.

Of course, they could always work on that later.

He paused, his lips on her ear, the heel of his hand rubbing insistently at her crotch. Quasar was passing overhead. It didn't stop Peter from tweaking her sex.

"How about someplace a little more private?"

"I wouldn't mind," Felicia said, remembering to extricate her claws from the concrete.

He zipped her catsuit up. She put his mask back on. But she took a sly pleasure smoothing it over his lips and he didn't zip the catsuit very high.

"I know a place," Peter said.

* * *

The top floor of the Stark-Fujikawa Building was dedicated to the Top Of The World restaurant, an eatery renowned for the floor-to-ceiling windows that let diners get a bird's eye view of New York. It was closed for the night, but Felicia was easily able to get the door. Unfortunately, it appeared as if two other superheroes had had the same idea.

"This is the Initiative! Come out with your hands up!" Felicia shouted with her hands cupped around her mouth.

In short order, two of the Young Avengers were fleeing the scene.

"You're mean," Peter said.

"You love it."

"Yeah. I do." Peter's arms wrapped around her, working at the zipper. Felicia watched it go down in the reflection of one of those famous windows. His hand slid under the catsuit, cupping her breast, and she moaned as she drifted back against him.

"This is our city, Peter." She brought his other hand to her lips, pulled off the glove with her teeth, and led it down to her lower belly. "Ours. Yours and mine." She pushed his hand down.

Felicia could only take a minute of looking past her wanton reflection at the city, feeling his fingers inside her, before she spun around and began scratching at his costume. "Off, off, off!" she chanted. Finally he shoved her against the window and held her there, one-armed, as he pulled what was left of his costume off. Felicia smiled, licked and kissed at his forearm. She'd cut a little too deeply in places and he groaned when his blood hit her tongue.

"You just don't take 'wait' for an answer, do you?"

"If I did, how would I ever get what I wanted?" Felicia asked innocently.

He kissed her without fear or doubt, and that was almost better than being kissed. He was pure hunger, wanting, demanding, and Felicia could already feel the tremors of a truly spectacular orgasm gathering. She was pulled against him, a little more aggressive than she remembered him being (no, thank _you_, Mary-Plain), and became very aware of his nudity. His musculature felt harder and he had a few new scars, but otherwise it was like she had travelled back in time. This time, she wouldn't make the same mistake.

"What do you want, Spider?" She managed to collar his lips with her own, hoping he was aware of how… _important_ this moment was. Finally, after all this time… Stars aligned.

She pulled the zipper down all the way, loving how his eyes pulled greedily at her flesh. Then she opened up her catsuit like she was unveiling herself, exposing little tastes of bare skin as slowly as possible. Peter's teeth were clenched and his entire body was tense.

"You know I'd give you anything." The catsuit hit the ground. She stepped back, all the way out of it, and her back hit the cool glass.

He towered over her, his sheer presence cornering her. She was looking into his eyes as his fingers skimmed the underside of her breasts, the sides of her thigh. Felicia put one arm up on his shoulder, then the other, so that her fingers laced together lazily behind his neck.

"Anything," she repeated.

His fingers sparked her wetness and she remembered how _fun_ sex could be, when it was more than a repetitive procession of sports stars and underwear models. Peter had heart, passion. And she loved him. That made a bit of a difference.

"Anything?" he asked, voice overflowing with possibilities. One finger danced impossibly close to her clit without actually touching it.

All she could do was nod.

In a flash his hands were on her thighs, fingers digging in, legs worked open, body interspersing itself until he had her against the glass, he had her suspended over open space, and he was in her. _God._ Worth that wait.

"I want you to call me Peter."

They slid together, and Felicia's legs locked behind his back because she damn sure wasn't letting him go again. If she turned her head, which she had to do to let him get at that pulse point on the side of her neck, the glass would fog up with her breath. And stay like that.

She laughed and pushed _back_, letting him know she wasn't one of those little bitcas who would lie there and take it. No, when he finished with her (not for a good long time, oh God yes), he would know he'd been _fucking_.

Felicia forced his face up and kissed him. Shoved it down and made him tend to her breasts. She bit his neck, leaving her mark, and raked his back with her nails and did things with her tongue and his ear that would make lesser men come in their pants. But he could take all that and more.

He bore her away from the window and swept the stacked chairs off a table, slammed her down on it because he knew she could take it. Perfect. She was still wearing the bra and panties–stupid, stupid to put them on—if wearing was the proper term for how they'd been pushed aside, but the point became academic when Peter ripped them away.

"Yeah, c'mon, Peter." She liked the way his name fell off her tongue, the power it had over him. Like a magic spell. "Fuck me, Peter."

He dove between her legs instead, and even with the death-grip she put on the rim of the table, she couldn't stop a loud "FUCK!" that half the city must've heard. He hadn't lost any of his enthusiasm for _that_. But she couldn't let that stand. She pushed him back with her foot on his shoulder and lunged on him. They hit the ground. She could still take him in a fight, oh yeah (just so long as she had the element of surprise).

He let himself be ridden, not that she would've given him much say in the matter, and for the next five minutes, she gave what she would proudly call the best fucking of her life. By the tenth minute, he had rolled them over and she was pretty sure she was having the best sex of her life. By the eleventh, she was absolutely sure.

Five minutes later, she knew that sex was like a puddle next to an ocean when compared with how good it had gotten. Five minutes after that, she knew there was no comparison.

"You think we should… finish up?" Peter whispered in her ear, as lights started to wink on across the street.

"Yeah, finish me," Felicia agreed readily.

Peter must've been a sadist. He waited until another orgasm detonated her body before he let himself come.

* * *

Sex in the restaurant was like a puddle-that-turned-into-an-ocean next to a really big ocean once they got back to the apartment. It had soundproofing.

After the fireworks, a few moments passed breathlessly. Felicia rolled off Peter, then glanced at the clock on the bedstand. Time apparently did fly when you were having fun. Thankfully, she'd remembered to Tivo everything.

"Was that it?" she asked Peter.

"Well, we could cuddle…"

"Cuddle, hell! All those times you've lifted a hundred tons to save your family or fought fifty supervillains in a row, and now you're all tuckered out from our little 'lovemaking'?" She crawled over him on all fours. "I've waited six years for this. Don't make me wait any longer."

* * *

Peter rolled off Felicia, reaching for the Perrier Felicia had thoughtfully left on the bedstand. "_That_ was it."

"Thirteen… always was my lucky number." She put an arm around him and had the mercy to let him catch his breath before, "One for the road?"

Peter glanced at the block on the bedstand. "Felicia, it's three in the AM."

"Don't tell me you have school in the morning."

"Job interview. Front Line." He turned off the lamp that Felicia had turned on once the sun had set. Something about wanting to see him. It had made him feel all warm and gooey.

"Mmm? Oh, that's nice. In the morning, wake me before you shower."

"Were you in a _convent_ those six years?"

"Just as long as you get clean, I don't see why you mind," Felicia said, snuggling up to him. "Really, Front Line. Good on you."

"Yeah, well… you're a good influence."

"Huh?"

"I don't want you to be… embarrassed or anything, dating someone with no job, no prospects. I could do better, but if it was just me… _you_ deserve better. I just want to make you proud."

"You're my friendly neighborhood _Spider-Man_. How could I not be proud?"

* * *

Peter had spent a whole minute debating with himself when the news came in. Superhero battle, evacuate Brighton Beach, Heroes For Hire and an unknown assailant. It came in all the time and usually a hero could handle it. If it were something big, or the hero was out of their league, he and others would step in. There was no reason to step in on this one. If it were the Fantastic Four or Daredevil, he wouldn't. But this was Felicia. And he couldn't do anything else while she was in danger.

"Wait, this isn't where I parked my car!" Spider-Man quipped as he knocked the baddie off its feet. It was Juggernaut-big and metallic, either a robot or power armor But its exterior dented when 200 pounds of muscle hit it at 90 MPH.

Misty probably didn't mean to sound ungrateful, but "This party's invitation only, webhead—"

"Thanks for the assist, Spider-Man," Black Cat cut in.

"Any time, Black Cat."

"It's amazing how much sex they're clearly not having," Tarantula commented.

Cool thing about full-face masks, no one could tell you were blushing.

The robot began to get up. Peter reflexively hopped upward onto a street light. The For-Hires took up a byzantine attack formation apropos of Misty shouting an order in Mandarin.

"Wallcrawler, you want to roll with us, you have to follow orders. I don't need a loose cannon on my battlefield.

"Don't worry. Spider's real good at taking directions from a woman," Cat assured her.

Tarantula slapped her forehead.

The robot finally climbed back onto its hydraulic legs. Spider-Man's muscles tensed waiting for Misty to give the signal, but before she could, an EMP grenade zoomed into the robot's chest and electrocuted it.

"Heil heil, the gang's all here," Faux-Paladin snapped as he zip-lined down to the street. He loaded another round into his grenade launcher.

"Paladin. Didn't know there was any money in saving innocent people."

"It all depends on _which_ innocent people. A good touchstone is exactly how innocent they are. Someone of the not-so-innocent variety is paying me a… how would you put it, Cat?... an obscene amount of money to return this little asset intact, hence the EMP-"

"Watch out! It's still moving!" Peter hit the robot with a stop sign. A lot. Paladin glared at him angrily as nuts and bolts flew.

"Okay, think that got it."

Paladin stopped gritting his teeth long enough to open his mouth…

"No it didn't!" Peter renewed the assault on the robot.

"You know, the bounty on you is almost as high as what Oscorp was willing to pay for that robot."

Peter gestured for the Heroes For Hire to hold back. "Go for it. Please. Pretty please. With sugar on top."

Paladin went for his gun. Peter webbed his hand to the holster. Lesson learnt, Paladin fired the wrist blaster on his other glove. Peter leapt over him. A second blast aimed to land him in two pieces. Peter fired a webline behind Paladin and pulled himself out of the way. The ground shook with his landing. In an instant, Peter had Paladin's free hand webbed to the back of his underwear. Then he slapped a glob of sticky webbing to Paladin's shoulder.

"Oh, I can't watch," Humbug said, peeking through his fingers.

Peter jerked Paladin's hand up, taking Paladin's underwear with it, until he had securely affixed it to Paladin's shoulder. "Melvined."

"You just made the biggest mistake of your life. And over a woman!"

"Dude, you sound like you just huffed a Hinderberg's worth of helium."

"Think because you've been crawling up her waterspout…"

Black Cat kicked Paladin in the groin and kissed Peter, in that order.

"My hero," she whispered, forehead resting against his. "Got time for us to grab coffee?"

"No can do," he suddenly remembered. "Job interview! Wish me luck!"

She held onto him for a moment. "Remember, don't think about the Parker Luck! Don't even think the words!" She gave him another kiss, one that made the first kiss look like a sisterly peck.

"Cat, there are cameras."

"Who do you think's gonna care?"

* * *

Mary-Jane knew it would hurt when Peter moved on, but not as much as it did. Maybe it would be easier if she could move on too.

* * *

Felicia was waiting for him when he got back to his apartment, eager to help him take off his tie and shoes. Peter thought it was probably desperately unfeminist to enjoy being manhandled into his Laz-E-Boy, then handed a bottle of milk. Felicia did have her own, though, which she clinked against his. So it probably balanced out.

"You got the job?"

Peter smiled. "I got the job."

"Great!" Felicia pulled a paper towel off a plate on the coffee table. "Then these are celebratory cupcakes rather than condolence cupcakes."

"You cooked?"

"There were instructions on the side of the box. But you're right, it does seem a little paltry." Carrying the plate, she sat down on his lap. "What else can we reward you with?"

* * *

Peter had forgotten how much he liked sharing a bed with someone, how much he hated being alone. Mary-Jane tended to get giggly after sex, but Felicia went to a serene place of semi-sleep, hum/purring contentedly with the rise and fall of her chest. Peter watched her, eyes following the bars of light that escaped the closed blinds and painted her body. A couple of them highlighted scars, but most touched upon the clean line of a rigorously-exercised muscle. She was surprisingly Amazonian under the fetish suit.

"Not much for pillow talk anymore?" he asked, holding locks of her silver hair loosely and letting it seep through his fingers. It felt different than it had before; she must've changed shampoos.

"I think we just said all that needed to be said." With distaste, she plucked a red hair off her pillow and dropped it to the side. "What say we stay in bed all day, go out to fight crime at night, and in the meantime order in?"

"You're a genius."

Felicia relaxed into her pillow. "I know."

The phone rang. Felicia groaned in aggravation and buried herself in the pillow to block out the noise. Peter answered before it could ring twice. "Hello?"

"Peter. You sound tired. Sleeping in?"

Peter sat up, shifting the phone closer to his ear. "Mary-Jane."

Felicia peeked out from the pillow she was smothering herself with. She grabbed Peter's free hand and squeezed it like it was the only thing keeping her from falling.

"I saw the newscast, so you don't have to…"

"I didn't want you to find out like that," Peter said as Felicia's nails bit into his hand.

"No, I was… glad to see you back out there, as Spider-Man. Even if it was with her. Not knowing you were out there, protecting people… it was like I'd lost you. Become a widow." Peter had never heard speech slogging so slowly out of Mary-Jane. Like she was bleeding. "But… I didn't think it would hurt. I've seen other people, you've seen other people… she's a lucky girl. You were always such a gentleman."

The light burned across Felicia's skin as she receded under the covers. Peter felt her hot breath on the skin covering his hipbone. She was still holding his hand, but now he could feel the pebbled flesh of her areola on the back as she held it to her breast.

"MJ, you can understand how it's weird for you to be calling me here."

"I'll understand if you hang up."

A furnace-hot exhale drifted across his thigh.

"No."

Teeth worried at the edge of his hip. Peter reached down to stop her and felt the frenzied quicksilver of her soft hair, than a moist suction at his fingers, a tongue laving across his knuckles.

"I'm calling because I've been having these dreams. Well, they're more like nightmares. It's like a part of myself has been stolen. Without it I'm cold and alone and… screaming."

Felicia's muggy breath moved across his anatomy, making Peter wonder for a moment if Felicia had ever gotten someone off without touching them.

"I think I've had that same dream." Peter made another grab for Felicia's hair and this time he got a firm grip. She mewled in a combination of outrage and arousal as he wrenched her head back. "Listen, why don't you go see Dr. Strange in the morning? He's a friend of mine and a specialist in these kinds of things."

"In the morning? Peter, it's the middle of the afternoon."

Peter's strategy for holding Felicia off hit a snag: Her hands were free. And very, very soft. "Guhhh… I meant tomorrow morning. Hold on, MJ, I have a call on the other line." He pressed what he hoped was HOLD and jammed the phone into the mattress as he dragged Felicia up for a kiss that would hopefully prove whatever she was trying to prove. When they broke, a bar of light shined on her Cheshire cat smile. She lovingly, territorially, settled her head on his chest. Peter picked up the phone and depressed what did actually turn out to be HOLD. "Sorry to keep you waiting. Telemarketer."

"How annoying."

"You have no idea." Peter returned to petting Felicia's hair. "Anything else I can do for you?"

"Peter." Even across the phone line, Peter could feel her gathering her courage. "Do you ever miss us?"

Peter's mouth went dry. He knew the truth; he knew what she wanted to hear. _Of course I do. Come back to me._ If only he had a few moments to breathe in her question, to breathe out an answer that wouldn't hurt either of the two women he'd been lucky enough to love. But Felicia grabbed the phone from him.

"You tell me how much he misses you, Mary-Plain."

Peter felt like he would die during every moment of the long, shocked silence that followed. When the line finally went dead, it was both relief and agony. "That was uncalled for."

"She just happens to phone you after our little tryst goes public? Come off it, Peter. Mary-Jane had her chance. Now you're with me. All these years, I never made a play for you. Not even during your separation. Not even when you thought she was dead. Because I knew that the man I fell in love with would never cheat on anyone. Not even on her memory. If that's the way I got you, you wouldn't be worth having. But now we're together, the right way. Finally. Don't let her come between us again."

Peter rolled out of bed. "I should get moving. I have work tomorrow, and staying in bed all day with my girlfriend won't make for a very good first impression."

Felicia was up as well. She opened the blinds and Peter's breath took a leave of absence. As good as she looked in the dark, she looked even better in the light. Felicia grabbed up their discarded clothes, angrily throwing his into a pile in the corner, slinging hers over her shoulder. By the time he was dressed in fresh clothes, she had gathered up everything but her left sandal and calmed considerably. Her bra and panties were on, the catch of her bra hanging down her shoulder blades.

"Call me that again."

"You're my girlfriend."

She kissed him before she goosed him. "And don't you forget it, lover."


	4. Chapter 4

The number Peter had given Mary-Jane wasn't listed in the phone book, but when Mary-Jane called, a man with a light Chinese accent did answer. "This is the residence of Stephen Strange. I am Wong. How may I assist you?"

"Yes, my name is Mary-Jane Watson…" She went on to explain her situation, feeling more and more foolish as she complained of what amounted to bad dreams and depression.

"Yes, that does sound troubling. It could be nothing, but it could be serious."

_That narrows it down._

"I am not the master, I cannot say. But I'm sure Dr. Strange would like to meet with you as soon as possible. When is conductive to your scheduling?"

* * *

"You know, I've always wondered about this place." Felicia was referring to the home of Dr. Stephen Strange, now a condemned building with a banner proclaiming that a Starbucks would be replacing it soon.

"What? That it's been vacant for months and still no Starbucks?" Peter was wearing a suit of royal blue (he was at least half-right in his conviction that it looked good on him) but at Felicia's insistence it had been recut to accommodate his slightly upgraded musculature. It felt more than a little good to not be off the rack. He was very much on the rack.

"No, there's already a Starbucks across the street."

"Honey, it's _Starbucks_."

Arm in arm, they walked through a boarded-up door that opened, boards and all, at the touch of a hidden button. The inside was more dismal than the out, with dust and cobwebs everywhere.

"Cobwebs?" Felicia asked, careful to keep them out of her hair. "Really?"

"You know the Doc. Never skimps on the atmosphere. Now, there's a magic word that turns this into our super-secret headquarters…"

"You mean this dump really has supercomputers and shit?"

"No, we have throw rugs. Ahem… abra cadabra. Hocus pocus. Mumbo jumbo."

Nothing happened, only for more nothing to happen.

"Azarath metrion zinthos?" Felicia suggested.

Peter gave her a look.

"What?"

"Marry me."

"Won't that make us old fogies?"

"You make me feel younger than I can ever remember being."

"I make you feel like a fetus?"

"You know what I mean."

Her smile didn't belong in his world. "Yes, I do."

Wong, having entered behind them, cleared his throat. Peter noted the grocery bags and took them off Wong's hands.

"Wong, Felicia. Felicia, Wong. Wong is the Doc's sidekick"

"That's correct. Only the word is manservant."

"And it's funny you should come by—"

"I live here."

"—because I was just wondering if you could teach Felicia the magic word, as she is my girlfriend."

"I hadn't noticed."

"So it's cool if she knows the magic word? Because Jess 2 knows the magic word and all she does is up our rating to TV-MA."

"Everyone swears, Peter," Felicia said. "(Jess 2?)"

"(Jessica 1, Spider-Woman. Jessica 2, Jewel.) And she makes sailors blush. Her kid's first word was cocksucker."

"It was 'block trucker'," Wong corrected gently.

"(Jewel?)" Felicia asked.

"That makes no sense," Peter replied to Wong. "(Long story.)"

"Danielle is an infant."

"So does your real base have AC?" Felicia cut in.

"Wong?"

"**Shuma-gorath**."

"Shyamalan giraffe?" Felicia asked.

"I was lobbying for Klaatu Barada Nikto," Peter said.

The world was wavering, and then like a light had been switched on, it became a well-furnished room full of Avengers trying not to laugh. Once Peter and Felicia saw them, they stopped making the effort.

"Yeah, real cool guys. Let a guy forget the magic word in front of his girlfriend." Peter gave them two big sarcastic thumbs up. "Go team!"

"We were too busy enjoying the Hallmark moment," Clint said.

"You like shows?" Felicia had a gleam in her eye; it was the same as when she saw something she wanted to steal.

"Cat," Peter said warningly, but it was too late. She kissed him, and after a few seconds she wrapped her legs around his waist for good measure. She didn't hop off him even after the kiss was over, preferring to shoot a smug look over Peter's shoulder at Clint.

"Damn," Cage said. Jessica elbowed him in the ribs, hurting her elbow.

"So where's the good doctor?" Felicia asked, looking around shiftily.

Peter set her down with his back to the Avengers so they couldn't hear. "You're not still sore about those superpowers we removed, are you? Because I apologized. There was making-up sex. You can't go back on making-up sex."

"You know I've forgiven you for that."

"Well, good."

"It's Strange who should've known better. He's a doctor! He's supposed to be smart!"

Peter turned before Felicia could really get going. "Now, if we can all move past my love life…"

"You've got a little something," Logan pointed.

Peter wiped the lipstick from his mouth with the back of his hand. "If we can all move past my somewhat active love life…"

"Somewhat?" Felicia repeated dubiously.

"Gee, Brain, what're we going to do tonight?" Peter asked loudly of Cage.

* * *

"Scratch one Thunderbolts payroll, courtesy of the original new Avengers and the brilliant Black Cat."

Felicia lounged into Peter's apartment, pulling down the zipper on her catsuit. Peter followed after her, wearing an overcoat and hat over his costume. He'd taken off his gloves and mask, and galoshes covered his booties.

"I still say you should've used a different costume," Peter said. "You're registered. If anyone had even _seen_ you…"

"No one would recognize me with my zipper up. Hey, where's Maxie?" The kitten rubbed up against Felicia's leg and she delightedly picked him up. "Look how big she's gotten!"

"Maybe you could keep her company on a more permanent basis," Peter suggested casually as he began to strip off his costume.

Felicia watched his naked back flex. "I'm intrigued, yet savvy."

"It's just that if you were here on a day-to-day, night-to-night basis, you could help clean his litterbox… make sure I remember to feed him."

She slapped at him. "Asshole, that's dirty pool!"

Peter caught her hand by the wrist. "C'mon, you're gonna make us late to the party. I wanna rub this in Norman's face while he can't do anything about it."

"Except rat you out to the government."

"And how would he explain knowing that? He might as well confess to being the Green Goblin. Besides, he wants me all to himself."

"I can sympathize."

* * *

Strange was dressed in a business suit, his overcoat and age the only things setting him apart from the horde of yuppies that had descended upon the coffee joint. But there was something about him too, something that took aback anyone who got in his way. He easily slid through the crowd and brought Mary-Jane a cup of coffee.

They sat and drank in a quiet little corner that no one else even seemed to notice.

"Are you aware of the mystical world, Miss Watson?"

"I believe there's a heaven… and, hey, Thor."

"It's slightly more complex than that." Strange sipped his tea. "The world you see, hear, smell, touch, is only the surface. Below is the context, the history, the depth if you will. It's what separates an apple from a picture of an apple from an apple carved out of wood. Metaphysically, you'd call it an aura."

"I already take yoga classes," Mary-Jane said, smiling.

"Indeed." Strange sipped his tea again. "The symptoms you describe could be conventional ills, or otherworldly. If otherworldly, the simplest explanation would be that they spring from an imbalance of your chakras, which can be brought about by damage to your chi. Think of it as the flipside of post-traumatic stress disorder. Have you been through any trauma lately?"

"No, not really. I mean, symbiote bombs, Skrulls, what have you, but I'm a New Yorker."

"Yes, this would hit closer to home. With your permission, I would like to scan your aura."

"Right. And Wong takes pictures?"

"It is purely on the metaphysical level. I'll use this." He drew an amulet out from under his vest. There was a stylized carving of an eye in it. "All you have to do is empty your mind for a moment. The process is completely noninvasive."

"Alright. Just so long as it makes these goddamn nightmares stop."

Strange picked up the amulet and held it between them at eye-level. "Nightmares are easy. It's life that's hard to… _by the hoary hosts…_" The amulet clattered to the tabletop.

"Who you callin' hoary?" Mary-Jane joked, trying to break the tension. She didn't succeed.

"Your aura is… _caved in_. I've never seen anything like this. Are you sure you haven't been through any trauma?"

"Well, I broke up with my boyfriend, but that was months ago…"

"To leave this kind of gap, Peter must've been your whole life…"

"He wasn't." Mary-Jane frowned. "If we'd meant that much to each other, he would've put a ring on my finger instead of some bullshit about civil unions…"

"Miss Watson, I would like to conduct a more thorough examination."

"Yeah. Right. I know Peter vouches for you and all, but I…"

Strange sipped his tea again, and when he set it down it was empty. Then MJ watched a little drop of tea at the bottom of the cup expand to fill it up to the rim. Strange touched his teacup and steam hissed out of the dark liquid. He took another sip.

"I do hate to alarm you, but I fear the only way your aura could sustain this much damage would be for your life, your very soul, to have been… the only term for it is _violation_. An affront to the natural order of things, a blow to the light by its mere existence. I don't want money, and I already have a girlfriend. Please believe me when I tell you that the situation will only deteriorate until it is resolved."

Mary-Jane pressed a hand to the side of her head. "Goddamn it, this is why I left Peter. I can't deal with this crap. Okay, fine. Let's get this over with."

* * *

"I feel like I'm getting ready for a quiz show," Felicia said, undoing her hair and redoing it for the tenth time. "So, Harry Osborn—spaz, part-time villain, neurotic even by your standards…"

Peter adjusted his bow-tie. "He's a lot more confident these days. I think Prozac is involved."

"And his dad's Norman Osborn, of topics too sensitive to bring up here. How do they get along?"

"You ever seen Smallville?"

"I'm always in bed by eight… and asleep by twelve!"

"Insomnia?" Peter's eyebrow gave the lie to the innocent question.

Felicia finished her braiding and looked at herself in the mirror. "God, I'm hot. So, this is the same Harry that died and came back to life under mysterious circumstances? I'm not thinking of Harry Potter here?"

Peter suddenly remembered his cufflinks. He'd specifically bought some for the occasion, now where'd they gone? "His circumstances weren't mysterious, we just don't like talking about it."

"Like his wife and kid?"

"See, I'm glad you're getting this all out here instead of at the dinner table."

"Pardon me for having a thing about parents abandoning their children. _My_ dad _didn't_ have a choice in the matter."

Peter sighed and massaged her bare shoulders. "I'm not asking you to like him. Just be polite, charming, funny…"

"Be myself then. Got it."

He kissed the side of her head. "And remember to hate him when he tries to make you ex-wife number seven."

"With hair like his? I think I'll be able to resist his charms." She began spraying herself with perfume. Peter stood clear.

"You know, you don't need that to smell beautiful."

Felicia laughed. "Why is it I find it so much more romantic when you fail to be romantic than when other people succeed?"

"It must be love," Peter offered slyly.

They left it at that, clinging to the edges of their smile and the lilt of their words.

* * *

The party was everything Felicia was and everything Peter wasn't. What consoled Peter was that there was a dark side of her that only Peter knew. She would just as soon steal diamonds as buy them. They were both misfits. He just stood out more.

The last time Harry had celebrated his birthday, Peter had just broken up with Mary-Jane. He liked to think he and Felicia had grown since then. Harry sure hadn't. The waitresses were as scantily-clad as ever.

"Tell me again why he's been divorced nine times?" Felicia asked sweetly as she took wine from a bunny (who she nonetheless smiled flirtatiously at).

"He hasn't been… not nine times." Peter spotted Harry's current trophy wife. She didn't look too happy. "Not yet."

Harry clapped his hands for attention. "Ah. There's the hero of the hour!" He swept by Peter to clasp Norman's arm. Peter hadn't seen him in the dark, lurking. "Let me be the first to congratulate you on the Thunderbolts apprehending Dusk. A grateful city thanks you."

It was only Peter's acute senses that let him hear Norman whisper "I can already smell the booze on your breath." Everyone else only heard Norman's next words. "Happy birthday, Harry."

Felicia squeezed his hand and whispered in his ear. "So, including Harry, how many of your acquaintances have died and come back to life? I know dead friends are your angst d'être, but… let me think… Harry, Norman, MJ, Gwen…"

"That was a clone. Doesn't count."

"…Aunt May…"

"Genetically modified actress."

"…Doc Ock, the Jackal, Stromm, Daredevil… face it, tiger, knowing you is a better life insurance policy than All-State."

"Please don't call me that."

"Tiger? I thought everyone…"

Peter's look was enough to tell her that it was only Mary-Jane, that it had only ever been Mary-Jane.

* * *

"I'm starting to feel a little silly," Mary-Jane said as Wong looped another large bracelet around her arm.

"They're to protect you against magical influx," Wong said.

"Huh?"

"Think of them as circuit breakers," Strange muttered distractedly. He was paging through a thick tome. "For the last few months I've been investigating a dramatic shift in ambient magical energy. Directionless, true, but spread through all planes of existence. It's as if all of reality were…"

"Screwed?" Mary-Jane suggested.

"Yes, I suppose so. There is an enormous concentration of this diametrically-shifted energy about you, and…" He picked up a crystal ball and showed it to her. Inside was a… "Is this your house?"

"No, it's Aunt… it's Peter's aunt May's house."

"It shouldn't exist. No aura, no mana… it's like a 3D model showing up in a computer game without any coding in the program!"

"Do you ever run out of metaphors?"

"I've had a long time to come up with them." Strange shook the crystal ball again, much like a magic 8-ball. "And this woman?"

"That's Aunt May."

"She should be dead," Strange announced coolly.

"What?" Mary-Jane was stunned, jaw dropped stunned.

Strange contemplated the crystal ball like Hamlet with Yorick's skull. "This woman's time on Earth has expired, yet she remains. Her soul should've moved on by now. It's the cycle of life and death… and it's been broken."

"No, I mean… _what?_" Mary-Jane stripped off all the bangles and leis they'd hung on her. "May Parker is one of the sweetest, the kindest, the most caring…"

"Wong!" Strange started for the bookshelves. "It's impossible to turn away the hand of death, correct?"

"With rare exceptions…"

"But to defy death itself?"

"Impossible. All who have tried have failed."

"I think there is a way. An unspeakable way… it would take a chaos engine, driven by the soul of a hero…"

"Such a thing would be a blasphemy, an abomination."

"And try as I might to hope no one would be so monstrous as to attempt it…" Strange skittered up a ladder with the agility of a man half his age and grabbed a book. He tossed it down to Mary-Jane. "Page five hundred and ninety-three."

"Look, I don't think you're getting my point…"

"Open the book, Miss Watson."

MJ thumped the book down on a table and threw it open. What she was wasn't words. It was names. They flexed and wailed and shrivelled up like faces. She reached out to touch one and all of the names buzzed around her hand. "What is this?"

"Limbo. A place to which the souls of those lost in life are translated." Strange was suddenly beside her. "Your actions have condemned them there. That is how they recognize you."

"I don't like your tone," Mary-Jane said quietly.

"My tone. You don't like _my_ tone." Strange slammed the book shut. "The soul is inviolate, Miss Watson! It cannot be molested, harmed, destroyed. The will of God Himself, of all gods and all devils, of the living universe in all its splendor, _protects the soul from everything I've seen today!_ To do this… to create this obscenity… someone would have to willingly splinter their soul."

"Why would I do that?"

"Why indeed, Miss Watson?" He turned away from her. "I don't know if I can fix this. I had no idea anyone possessed this kind of power. And then to use it, not to reshape the world, not to rule the cosmos, but for something as simple as… I didn't notice. The devil _is_ in the details, Miss Watson. And now he's won."

"I don't believe you."

"I truly apologize. I can't help you."

"You're full of _shit_." Mary-Jane pointed to the door. "My friend is having a birthday party. I'm going to it. You can just… just keep your conspiracy theories and your mumbo jumbo, because I'm out. I don't know what con you're running, but…"

"Miss Watson, do not try my patience. Something you were involved in has altered the past. May God have mercy on your soul. What's left of it, at any rate."

* * *

Peter sipped champagne as Felicia provoked Norman's flop sweat with a grilling on the investigation into the payroll theft. _Now that's entertainment._

"You and Felicia Hardy, eh?" Harry clapped him on the shoulder. "Geek-boy finally makes good. What is it with us and bad girls?"

"We like finding out they're really good." The music changed, as if cued by Peter's smile. "Ah, I probably owe her a dance."

Before he could reach her, Mary-Jane appeared in a little black dress that took Peter's breath away.

"Peter, we need to talk."

"Oh, it's the ex," Felicia cut in. "And how much do I like saying that? A lot."

"Oh, it's the slut. I'm going to borrow your boyfriend for a minute. Maybe you can think up some double entendres while we're gone. You're good at that." She dragged an eye-rolling Peter onto the dance floor.

"I'm glad you're handling this with such élan," Peter said acerbically.

"Shut up, Parker, this is serious. I went to Dr. Strange and he flipped out!"

Peter cocked his head seriously. "How so?"

"Scale of 1-to-10?"

"Scale of 1-to-Sauron."

"I wouldn't accept any rings from him."

"Maybe he and I should start a club," Peter ruminated, glancing over his shoulder at Felicia in a 'grin and bear it' sort of way.

"I don't like being tied down, I told you that. Not unless it's worth my while. I deserve all of you, not just half. Of course, I see she's the one who gets both Peter Parker and Spid—"

"And you're the one who's jealous!" he snapped. "We could've had a family by now."

"You're not exactly Mr. Mini-Van."

"Reed has a family. So do Scott and Jean, if time travel counts."

"And look what happened to them. To us."

"I'm sorry." Peter softened and pulled Mary-Jane a little closer. "Not like it even matters anymore. What'd Doc Strange say?"

"It didn't make any sense. Something about reality being altered because of me."

"This does seem like a dystopia at times. I'll talk to him, set things straight."

"Thanks… it's weird, isn't it?"

"Isn't what?"

"Despite everything, I still care about you." Mary-Jane rested her head against Peter's chest.

"That's not weird," Peter assured her.

"How would you know from weird?" Norman 'gently' brushed Mary-Jane aside. "Mind if I cut in?"

Peter was careful not to provoke the lunatic as Norman took his hands. This close, Peter could smell the crazy. There was something obscene in the way Norman rested his head on Peter's shoulder.

"I'd make a gay joke, but comparing you to a homosexual would automatically be a slur."

"People know I have urges. People like Gwen…"

"You can't prove any link between me and Spider-Man, the more resources you spend trying, the crazier you'll look."

"What makes you think I need proof? _I'm not crazy!_"

Those who had gotten used to two men dancing turned their heads anew at the outburst.

"I'm sorry, babe." Peter was so sarcastic he seemed to mock the very concept of contriteness. "Don't drop me off a bridge or anything."

Norman was taken aback for all of two seconds. Then he grinned ferally. "Now, Peter, I may have been disturbed back then, but we all know it was Spider-Man's fault for provoking me. After all, he's supposedly the sane one…"

Peter ground his heel into Norman's foot, which only provoked a wider grin. "We both know why I hate you. But why are you still obsessed with me? Your son's alive, you have power, respect… you've won. So why are you still hunting me?"

"Because it's fun."

Felicia interrupted before Peter did something he wouldn't regret at all. Somehow, she managed to make a champagne pyramid fall on Norman from across the room. Peter was able to step clear, although a fleck of wine landed next to his mouth. He licked it up. "Good year."

On the way home, Peter asked how Felicia had pulled it off. "I had help," she said. "Mary-Jane."

* * *

Norman went to the washroom as soon as he could. That had been… fun. Rare fun. But he had to take some pills now, otherwise he would be liable to embarrass himself.

In the mirror, he was wearing his mask. That was impossible, of course. He could feel warm, friendly flesh when he touched his cheeks. No Goblin. But how could he be sure it wasn't hiding under his skin? If only he had a knife…

_Are you kidding me, Norman? That little twerp flashes his panties in your face and you _dance_ with him? He's dating a blonde again,_ **_don't tell me you haven't noticed that!_**

"He's not important."

_He's the only thing that's important! We'd just be some pathetic middle manager without him! We have to avenge Harry!_

"Harry's fine. We've already won. We'll never top that, so just bow out gracefully. I win. I win." He laughed. "I'm the hero, he's the villain. Mustn't forget that. HEH! Great joke. Can't spoil it by killing him. Not just yet."


	5. Chapter 5

Everything was right with the world. In fact, things were so good even Peter's neuroses couldn't cancel them out. Registration? M-day? Cosmic shenanigans? He had Felicia Hardy, best girlfriend ever. He had Aunt May, happy and healthy. Front Line was kind to him, the sun was shining, Doc Ock was in jail, and Central Park was radiant as he walked with May through it.

"Kinda day that makes you forget your troubles," Peter mused, feeling the cool wind balm his face.

"Ben always preferred the kind of day where you solved your troubles. It made for hard work, but he always said it gave him a peaceful sleep and the promise of a better tomorrow."

Peter shrugged. "You can't deny it's a nice day for a walk."

"Walk too far and it's just like you've run away."

"I don't run away from my problems."

"How's MJ?"

Peter chuckled. "Happily single. But she copied that from me."

"My legs are aching, let's sit a minute."

They sat down on a bench overlooking a grove of blossom trees. Each breeze sent petals flying like sea spray. Peter breathed deeply, contentedly.

"So, have you met anyone?" May asked.

"I meet lots of people."

"Anyone special?"

"Well… you never know." Peter leaned his head back. "Ben Urich asked me to work late…"

"You're incorrigible!"

Peter smiled. "Some day I'm going to look that word up."

May's tone lost its playfulness. "Peter, I trust your judgment. If you're alone, that's fine. If you're with someone… someones, even… that's fine too. So long as you're happy, I could never be ashamed of you."

"I'm not really gay, you know."

The bat-out-of-hell roar of one of the Thunderbolts' jets, a T-Bird, cut off any response from May. Peter automatically sheltered her, his brain supercharging. Had they come for him? Was his secret identity compromised? He thought of calling Felicia to warn her, but what if they had his phone tapped? He'd have to get to a phone booth as soon as May was safe. "Come on, I think the park's closing."

May argued as she went along with him, thankfully. "Peter, you don't have to worry. They're sanctioned by the government."

"That's what worries me." He saw a horse-drawn carriage, the passengers jumping off to get a better look at the T-Bird. Effortlessly, he hoisted Aunt May inside, threw a fifty at the driver. "Get her out of here. I'll see about getting some—"

Something burst out of the bushes, landed on the path ahead of them. Hawkeye stood in the road, bleeding. May grabbed Peter's hand tightly as Hawkeye restrung his damaged bow.

"Clint," Peter said softly, unable to tear himself away from May.

Hawkeye shot an arrow overhead, to harmlessly dent the incoming T-Bird. It dropped Thunderbolts like bombs as it strafed him, clipping the tops of trees. Swordsman, Songbird, and Venom. Peter guessed the rest were pursuing on foot.

The T-Bird's exhaust put a flurry of burning leaves into the wind. Peter shielded May from them.

"Take a picture, Peter, quickly, take a picture."

Fighting down the bile in his throat, Peter unholstered his camera from his pocket.

Swordsman unsheathed his sword with a crowd-pleasing flourish. "Time to hang up that faggy purple quiver, old man."

Hawkeye, almost as thoughtful as he was defiant, considered him. "Hey, you know what Steve would do at a time like this?" He snatched an arrow out, aimed it, and let fly. Swordsman batted it aside with a laugh that was echoed by the audience. Then he saw that his sword was still vibrating like a tuning fork.

"Just like a Von Strucker, bringing steel to a vibranium fight." Hawkeye launched an arrow into the distracted Andreas's head. The armored cowl ensured it only knocked him out.

"No grandstanding, T-bolts!" Songbird yelled. "Take him down!"

"I expected better from you, much better." Hawkeye winced as the arrow he'd launched at her gorget disintegrated. "I mean, Baron Zemo? He doesn't have a face, he has Elmer's! What was wrong with Abe?"

Hawkeye was keeping one step ahead of the Thunderbolts, letting their aggressiveness trip them up. Peter felt his inner fanboy cheer, especially when Clint shot a sonic arrow at Venom. He snapped a pic of the symbiote freaking out.

Moonstone touched down behind Clint. "Remember me, lover?"

Clint drove an elbow into her breadbasket. "You weren't that memorable."

"So you forgot I have both halves of the moonstone?" She backhanded Clint into the canopy, to much snapping of branches. Even the jaded New York crowd winced. "Venom, din-din!"

The recovering Mac looked up from his own gathering symbiote. Peter put him back down with a sly webball to the head.

"You've upgraded your tech!" Moonstone remarked.

"You'll find I'm just chockful of surprises." Clint swung down by his knees and fired an arrow at Karla. This one exploded when she blocked it, blinding her.

A blood-flecked blast from Penance uprooted the tree Clint was hanging from. He hit the ground running, but another blast from Radioactive Man scorched his armor. He was readying another arrow when Karla bulldozed into him. He broke a bench and spat blood. Clint kicked up into a brutal punch from Penance.

The next few minutes had no more teamwork or collaboration than a cow received from the butcher to the supermarket. It was a feeding frenzy, one that came to sicken even the bloodthirsty crowd. But when Songbird pulled them off Clint, the audience still booed. Swordsman noticed a family of tourists video-taping the massacre. He snatched the camera, then gave them a shit-eating grin.

"Why don't you get in there, see if you have what it takes to be in the Initiative?"

At first cowed, but quickly coming to relish the cruelty, the family started kicking the fallen Avenger. Swordsman taped it. Peter photographed it. And Aunt May strode forward to jab the torturers off with the point of her umbrella. "Shame on you! You horrid vandals! How dare you!"

Swordsman chuckled to himself. "Watch it, grams."

She slapped him. "You watch your tone with me, young man!"

Swordsman pulled back his hand to strike, but before Peter could react, Songbird grabbed his hand. "She's just a harmless old lady, Andreas. Let it go."

With a snarl, Swordsman pulled his hand free. Peter was already ushering his aunt away.

"Better find a nice home for grams. She's going senile on you.

"Yeah, you just got owned by a retiree," Peter shouted over his shoulder. "Deal with it."

The crowd's uproarious reaction helped Peter's faith in humanity a little.

* * *

"You need to stop taking so many risks," Peter nagged, only half-playfully, as he dropped May off at the shelter. "You're not Superman, you know."

"I'll be fine. You just need to stand up to these bullies and they'll back down. If enough people stood up, nothing could get in their way."

"It's a nice thought," Peter agreed. "I'll see you tonight," he said as he drove off.

Peter never saw Dr. Strange inside the homeless shelter, calmly serving soup as he waited.

* * *

The worst part of sharing an apartment with Felicia, besides the way she hogged the shower, was that there was nowhere to escape to if they had an argument.

"How are we even fighting about this?" Peter demanded, wondering why it was that emergencies always happened in the middle of dates and massages, not fights.

"We're not fighting. I said I would like to meet your aunt, who sounds like a remarkable woman, and you freaked out on me!"

"I did not freak out; I said 'Thanksgiving is coming up'."

"In six months!"

"What about that timeframe is unreasonable?"

Felicia grabbed her hair, just in case she had to tear it out. "When did Mary-Jane meet your aunt?"

"I've dated women besides her, you know."

"_When?_"

"Thanksgiving," Peter said, spreading his arms flat and wide.

"And when did you start dating?"

"October."

Felicia stampeded toward him. "You're so ashamed of me! Kick."

"No! And thanks for the warning—" Peter ducked under her roundhouse kick. "I'm proud of you."

Felicia didn't make a serious effort to get past his block, but she still put a lot of force into her blows. "When you want to show your boyfriends what a stud you are! But when it's someone who actually matters—"

Peter tripped her and flung her into an easy chair. He pinned her hands to the armrests so he was leaning on top of her, holding her down. "Aunt May is a very frail woman. It broke her heart when things didn't work out between Mary-Jane and I. She still thinks we could get back together. Give her a little time to accept Peter Parker – Bachelor before you spring Peter And Felicia on her."

"She's going to drop dead of a heart attack because her nephew isn't dating a redhead?"

"Don't joke about that!"

Felicia pulled the chair's lever, sending the foot-rest crashing into Peter's legs. He fell on top of Felicia and she wrapped her long legs around his waist like a wrench on a lug nut. "On behalf of all womanhood, I'm gonna have to ask you to stop babying the woman who raised you."

"Since Uncle Ben—"

Felicia had his arms bent behind his back. The isometrics kept him from breaking free as she increased the pressure on his ribs, reminding him how long ago they'd been injured. "She's over it."

"You don't even know her!"

"You can fix that." She nipped at his chin, playfully for her, painfully for him.

"And since when are you so keen to meet family, Party Hardy?"

"Since it's yours."

He sighed and rested his forehead on hers. She loosened her leg-lock on him until she was just rubbing her foot along the back of his leg. "What happened to sex, drugs, and rock and roll Felicia Hardy?"

"She got a better offer."

The phone rang. Felicia shoved Peter in the breadbasket, dropping him to the ground without that much air in his lungs.

"I'm still mad at you," Felicia said matter-of-factly as she vaulted to answer the phone. "Live from Apartment 3B, it's the Peter Parker show, special guest villain Felicia Hardy speaking." Her face froze. She walked the phone to Peter. "It's for you. I think it's your aunt."

Peter coughed a little and took the phone. "Hey Aunt May. How's the most beautiful girl in Brooklyn doing?"

"Peter." Her voice was pitted, old, ancient. "I'm calling because I have to say goodbye."

'Get the car,' Peter mouthed to Felicia, and she was off and running. He put on his jacket. "What's this about?"

"One of your friends came by… Stephen Strange, the doctor. He told me—he can tell you himself. I don't have much time. The magic makes us forget, all of us, so long as we're not reminded…"

"Aunt May, you're not making any sense."

"I have to go now. There's another world, a better world. One where you're not so alone. But I can't be part of it."

When Felicia finally came upstairs to see what was taking Peter so long, she found the window open and the curtains shifting in the wind.

* * *

"Just hold on, okay? I'm almost there!"

Thoughts of masks and SHRA and satellite photography couldn't penetrate Peter's head. He was moving so fast that even if someone had looked up, all they would see would be a blur.

"There's no time. And if I saw your face, I would never be able to leave. The doctor told me you were Spider-Man… I'm so proud of you. You have to keep moving forward, that's all. That's just all there is to it. Goodbye, Peter. I'll give your love to Ben."

The phone went dead and the dial tone was like the tolling of some great bell and the last thing Peter saw was a billboard for the new DB. It read **Spider-Man: Outlaw or Terrorist?** Then he was lost.

* * *

Peter had forgotten what he'd been doing. How annoying was that? He looked around. He was on top of a building overlooking a cemetery. Then he remembered. He took the elevator down and walked into the graveyard with the feeling of a man digesting rotten meat. Its toxin kept building inside him until he found the empty burial plot. Then he felt nothing at all.

* * *

May Parker  
Beloved Wife and Aunt  
1923-2009  
She Left the World a Better Place

* * *

Wong was Dr. Strange's last line of defense against demons, evil spirits, and practitioners of the black arts. He wouldn't regain consciousness for fifteen hours after Peter hit him.

Webbing bound Strange head to toe. "What the hell did you do!?"

"My duty."

Peter slammed him against the wall, shaking it like a small earthquake. "Be _specific_."

"The universe was out of balance. I offered your aunt the opportunity to restore that balance. She took it."

"You had no _right_!" Peter slammed Strange against the wall again, this time creating a fissure.

"I had every right. As did she."

"She's dead!"

"We all die, Peter. She chose to have her death reflect her life. This time, you should honor it."

"This time?" Peter repeated, and understanding coursed through him like an electric shock. He let go of Strange and stumbled backward. "Wait..."

Strange held up an engagement ring. "Peter, what do you recall when you think of this?"

He remembered scrounging to buy it before he could even admit who it was for. He remembered Mary-Jane's joy as he slipped it onto her finger. Its liquid coolness as her hands moved over his chest, the perfect compliment to the warmth of her fingers…

Peter shook his head, trying to keep the memories from coming. Even recalling them seemed like cheating on Felicia. "No. That never happened!"

"It did. You forgot, but it still happened."

And Peter could see it, in a horrible, overexposed light… the pale band of skin on his finger where a ring had laid, right where he'd never noticed.

"You're lying," he said.

"I warned you against upsetting the natural order. I told you there would be consequences."

"I'm not staying here. I don't have to listen to this."

"Before the end, she wanted you to know she doesn't blame you. It wasn't your fault."

Peter was already running like he never intended to stop.

* * *

Web-swinging didn't help. Every step he took dragged at him like quicksand, made him sink into new memories. He'd taken Mary-Jane to dinner there, brought Mary-Jane a rose there, told Mary-Jane he loved her there. It was more than memories. It was a whole life he had with her.

He crashed through their window, the window to their apartment, his and Felicia's, where they lived. Sweat darkened his entire costume.

"Peter?" Felicia was in costume, all but her mask. "I was just about to go looking for you. I spent two hours driving between here and your aunt's place."

"Aunt May's dead." He pulled his mask off as if it were suffocating him.

Felicia nodded. "The service is on Sunday. I promised to help you write her eulogy, remember?"

"And Mary-Jane… Mary-Jane and I…"

"She called here, wanted to talk to you. She said it was impossible."

"You've been remembering things differently, haven't you? Like when Wanda changed things. Only I was with you, not Gwen. I mean Mary-Jane… what'd she want?"

"She was crying," Felicia recalled. "Talking nonsense. I've been trying not to think about what she said, cuz you're with me, aren't you? I have nightmares too, you know, where I'm all alone, and you're… we're happy, that's what matters. We love each other, _that's_ what's real. Not…"

Peter was with her before she could finish her thought, trying to ignore how her warmth was reminding him of Mary-Jane.

"It's just a trick. A sick joke. A telepath could… or the Cosmic Cube. Just let me hold you a minute, then I'll figure this all out. I'll find where they're keeping Aunt May, I'll save everyone. I won't let anyone down."

He slumped to the couch like there were weights crushing down on him. Felicia straddled him, remembering the thousand times she'd bitterly watched the happy couple kiss, the thousand times she'd lain alone in bed wishing he was hers. She wouldn't let him go, not this time. Damnit, she was a hero now, she deserved this!

Stroking his hair, Felicia kissed his tears away, then tried to do the same for all memories of other women, all sadness and loss. "Don't think of her. Stay with me. I'm good for you." She tore her zipper down like a knife through flesh, brought his mouth to her breast. He responded as vigorously as her, and for the same reason. When denial wasn't enough, they could lose themselves in each other.

He slid inside her, as perfectly as the first time. "That's right. That's meant to be."

* * *

The funeral was perversely bright. Not a cloud in sight, all the mourners speckling the viridian grass with their black. Mary-Jane scanned for Peter's face in the crowd, but the closest thing she could find was Felicia. Her dress was more conservative than a nun's and her famous hair was obscured by hat and veil.

Mary-Jane stood next to her for a while, as if keeping silent could build a bridge between them. She had a bouquet of white roses, while Felicia had a sprig of bluebonnets.

Mary-Jane looked down into the grave, than over at Felicia. That sight was easier to take. "Bluebonnets. Interesting choice."

"Peter sent some to her on her birthday. I think it was a Ben thing… like she cares anymore."

"On three?" Mary-Jane soldiered.

They counted, dropped their flowers in, and walked off. Felicia whipped off her hat and ran a hand through her hair.

"I didn't know you and Aunt May were that close."

Felicia's jaw clenched, like there was something hard in her mouth and she was trying to bite clean through. "We weren't. But she had a hand in making Peter… Peter. Besides, I thought I might find him here. Terrible, I know."

Mary-Jane turned Felicia toward her. "He hasn't been with you?"

Felicia nodded. "Hasn't been taking my calls."

"Mine either."

"Okay, that space we've been giving him? Canceled on account of scariness."

"Agreed. I'll call his friends."

"I'll do the detective agency thing."

Mary-Jane frowned at being one-upped. "Meet back here at ten?"

"No, too morbid. Coffee Bean."

"Yeah, that would be less creepy."

* * *

At ten o'clock, Mary-Jane walked into the Coffee Bean. Felicia was sitting in the corner, quietly soaking up her tears and dropping the tissues into her purse.

"He's gone, MJ. We lost him."


	6. Chapter 6

Melissa Gold sat in the sunny La Jolle Mall food court, counting down steak fries and tallying the T-shirts going by. So far, she had eleven 'Cap Lives!', thirteen Initiative tees of various stripes, four "Magneto Was Right", and at least one with herself in a spine-contortingly eroticized pose… that was to say, Songbird. Songbird of the T-bolts, who palled around with serial killers. Where had she gone wrong? The old team was a far cry from perfect, but there'd been moments where she and Atlas and Jolt and everyone had been genuine heroes. What the hell happened?

She drowned another fry in ketchup and wondered what it would take to get out from under Osborn's thumb. Would he let her transfer to the Avengers? Probably not.

A man sat down across from her, matted hair ringing his red baseball cap. His eyes were bloodshot where they peeked over his sunglasses. "Hi Song. You're a surprisingly easy woman to find."

"I'm not in the mood to sign autographs."

"That's alright. I'm not a big T-bolt fan." He leaned back, waiting.

Melissa finished her fries. "You're in the resistance."

"I prefer to think of us as _la_ resistance." He folded his hands. "Norman's gone too far."

"I know. The thing with Hawkeye…"

"It wouldn't be the first time. I need to know that when I make my move, you'll have my back."

"Your move? Won't Cage be there?"

"This is my fight. No one else is getting hurt because of me, not ever again."

* * *

A week passed. Then two. The only indication that Peter was still alive were the sightings, occasionally, blurrily, captured by tourists or photographers. Spider-Man was still fighting, but it wasn't the same Peter doing it. He just swooped in, won, left. Felicia found herself staying tuned to an AM radio station that varied anti-Iron-Man invective with reports of the 'heroic anti-regs'.

Every mention of Peter was like a drowning girl being given a gulp of air. Felicia wished she could buy Mary-Jane an island. The redhead deserved it, living like this for so long.

After the first week, Felicia started carrying her costume with her in a gym bag at all times. Even with that, she couldn't catch up to Peter. She got the feeling he didn't want her to see him. Mary-Jane said he didn't want to see her either. She could've been lying, but Felicia doubted it. If Mary-Jane were that cruel, Felicia could hate her and the world wasn't that fair.

During the third week, she fell asleep listening to the AM and woke up to Peter standing over her. He was in his black costume again; it was scraped and dirtied, even stiff with dried blood in places. The white of the spider insignia was faded. And more than that, something in the way he held himself made her want to keep away from him a little bit. Not the friendly neighborhood Spider-Man.

"Spider! Oh, thank God!" She threw her arms around him, wishing she could've dressed in something more decorous than bikini bottoms and an oversized jersey that still smelled of him – Mary-Jane probably had a flowing nightie for just such an occasion – but this would have to do.

He said nothing.

"I'm so glad you came back to me." She stampeded over all the pauses that would've spelled 'so glad you chose me.' She wanted to scream at him _Peter, not me, you idiot, don't you know Mary-Jane's worried too?_ but thankfully, she was a little too selfish for that.

"I need something from you." His voice came out like it hurt to talk.

"Anything."

"Norman's coming after me, my friends. I need you to protect Mary-Jane."

Quietly, and without fanfare, Felicia felt something die within her. "But… I can help you!"

"There's no one else I would trust with this. Please, do it for me."

With a supreme act of will, Felicia forced a smile. Like her lovers asked her to protect their exes everyday. "And after?"

She would've given anything to see through that mask. His mirrored lenses seemed gruesomely alien at the moment. "You'll be better off. I promise."

She gave herself over to her relief. There was something he wasn't telling her, but she didn't have it in her to question him when he was telling her everything she wanted, _needed_ to hear. She slapped grateful hands on his chest and took a moment to remind herself that he was really there. Hers. Now.

She rolled up the mask. He stood very still, like a child waiting for a needle. His chin was shadowed and there was a bruise overlapping the side of his mouth. She kissed him anyway.

"It's okay if you want to talk about what happened. Or anything. I have Chinese in the fridge," she offered desperately.

"If I don't come back, I don't want you to mourn me."

"Wha?" She shook her head. "Don't be ridiculous, you asshole."

"Just promise me you'll find someone else."

"Yeah. Sure. One of those other handsome, smart, funny, compassionate heroes I know."

"I can get you the Avengers membership roster, if it'll help." It was too monotone to really be a joke, but she'd take what she could get.

"Tempting. But I don't want someone handsome or smart or funny or heroic. I want you!"

"Thanks."

"Because you're all those things! And at the end of the day, you still look at me like I'm the good girl."

"It's easy when you are." He moved to the window. "Night, Cat."

"Night…" he disappeared. "Peter."

* * *

The smell of meat was thick in Mac Gargan's nostrils. Not just humans, now. Steak. He could pretend it was just the steak. He sat in his uncomfortable restaurant seat and waited to see how rare was 'rare.'

The symbiote screamed at him. It did that all the time, but this time was different. This time, it was a name.

"Parker!" he spat at the man in the red cap who sat down across from him.

"Venom," Peter said cordially. "Knew I'd find you here. Me and Eddie used to come here all the time. Not together, of course. You were our date."

"I never dated you, you freaky little bug." Gargan pressed the distress button on his control manacle. "That's the Chameleon's game!"

"I'm not talking to you, _Mac_, I'm talking to that thing wearing your meatsuit. It's the real brains of the operation. Without tall, dark, and gooey, you're just a third-rate goomba. Even with it, you're barely second-rate. It makes me wonder why a smart operator like Norman told you my secret identity in the first place. Pillow talk? Maybe all that black leather is making a statement beyond 'my idea of cool is unoriginal.' Or maybe the symbiote's a bit closer to the surface then it was with previous hosts. How about it, Venom? Does the occasional feast make up for putting up with this… trophy wife?"

"I'll eat your brains!" Gargan tried to summon up the symbiote, but it stayed flaccid and lifeless.

"Don't you mean 'we'?" Peter took his sunglasses off, fiddled with them. "Venom, don't you miss Eddie? He was a symbiote. Mac's just a… parasite."

The symbiote roiled against Mac's wishes. Gargan stood, arms outstretched for Peter's throat, but the symbiote held him back. Barbed lashes dug into the surroundings, holding him in place. Someone screamed and everyone else thought it was a great idea. The bells on the door kept a constant jangle as the patrons streamed out. Within minutes, someone would find an alarm post and the whole block would become a super-combatant zone. Even if the Thunderbolts ignored Gargan's distress signal (possible), they wouldn't ignore that.

Peter calmly helped himself to Gargan's soda. "Venom, there's someone who'd like to see you."

Eddie Brock walked through the front door, past the mob rushing out. "Hey. We've got a lot of catching up to do."

Gargan screamed as the symbiote peeled off him and coursed toward Eddie. "Wait, I can change!" Naked, furious, Gargan forced his eyes on Peter as Eddie and the symbiote merged. "You'll pay for this! The Thunderbolts will hunt you down—"

Peter webbed his mouth shut. "I'm counting on it. And hey, just for old time's sake…" He cold-cocked Gargan, who landed unconscious at Eddie's feet.

No, not Eddie anymore.

"We appreciate your matchmaking, Parker," Venom slobbered. "Anything else?"

"Yeah. Get him out of here. Dr. Strange will take care of his memories." Peter waved a finger at Venom. "No snacking."

"Eat him? Don't be disgusting. He leaves a bad taste in our mouths. Kill you later, yenta!"

"If someone doesn't beat you to it."

Once Venom had left, Peter changed into costume and hoped Venom would keep his word. As bad as Brock was, he was an angel compared to what Gargan had become. And even if it was Peter's fault that he hurt people, it wasn't like one more sin would tip the balance. He was already too dirty to ever get clean.

* * *

Mary-Jane had never let Peter know, but over the years she had become attuned to the sound of windows opening. As soon as she heard the wind get louder, or the curtains rustle, she would snap awake. She'd listen as he padded to the bathroom, make himself a snack in the kitchen, and if he were wounded she would get up and tend to him. But if he wasn't, he would come to bed and she'd let him think he hadn't woken her, even as she snuck in an 'unconscious' snuggle.

The trick worked better if she could sleep.

After Felicia's search had turned up nothing, Mary-Jane had called in every favor she could from every superhero she'd ever met. No one could help her, not even Matt or Johnny. So she laid awake at night, making deals with imaginary people. _Please, Felicia, bring him back. I'll be the bridesmaid at your white goddamn wedding, so long as you bring him back safe._

The window opened.

The night air howled.

The curtains rustled.

Mary-Jane sat up, not even bothering to use her bedsheets to shield herself from the sudden cold. "Peter!"

The Black Cat looked her daringly-cut nightie up and down. "I fucking knew it."

* * *

Songbird tabbed through the prelim report as Moonstone stared at her, making the jet's hold seem smaller. "After we lost contact with Venom, thermal imaging shows the target fled to an underground parking garage. He was webbing off all the exits when the police alerted us."

"A do-gooder like the webhead took out Gargan?" Bullseye snorted. "Always the quiet ones…"

"So take a cue and shut up."

"You're awfully edgy this morning," Karla observed of Songbird. "Late night? I heard one of Zemo's masks went missing from the evidence locker."

"Then you'd better put it back."

"Please, I've moved onto Andreas and _his_ entertaining psycho drama."

Melissa looked over at him, stroking his hilt. "Well, I suppose anyone who keeps his dead sister's skin holding up his sword doesn't have a fear of intimacy."

"Quite the opposite. Pilot, are we over the drop zone yet?"

"Affirmative," he buzzed over the radio.

"Good. Blast through the street and land us on his spider-kitchenette."

"Belay that." Songbird rose. "Someone could get hurt."

"Hurt? Melissa, you really don't understand the only reason to be a supervillain on the taxpayer's dime." Karla pointedly put her fingers in her ears as lasers blasted a hole in the pavement, overturning cars and sending debris flying. After a moment, the jet began its descent. "Osborn wants to make an example of this one. Bring him in alive and leave enough of his face for his appearance on the six o'clock news to be TV-PG."

"Does it have to be attached to his head?" Swordsman asked.

"I didn't ask."

Songbird hissed air through her teeth.

They touched down, spread out. The lights were cut down to their dimmest, everybody-should-be-home level. The walls and floors were covered in webbing, muffling the thermal sensors.

"He could be anywhere," Moonstone groaned. "I am not missing Grey's Anatomy for this. Everyone take a floor. Winner gets five minutes of leave-the-face-alone with him."

"You sure it's a good idea to split up?" Songbird asked.

"You can guard the jet."

* * *

Mary-Jane pulled fresh clothes on quickly, not caring how Felicia was eyeing her. _Take a good look, honey, Peter married this and not you._ "He talked to you?"

Felicia had her arms folded on top of Mary-Jane's dressing screen, like a neighbor talking over a fence. "Came right into my bedroom to wake me up. Very scandalous."

Mary-Jane laughed at her. "Nothing happened. If it had, you wouldn't be selling this so hard."

Sour, Felicia sunk behind the screen. "He said you weren't safe and that I was supposed to protect you." She sprang back up over the screen as a thought came to her. "You're on top of my honey-do list."

Scowling, Mary-Jane changed out of her possibly-to-be-running-for-my-life undies and into a bra and panty set with a naughty Italian name. If she ran into Peter, she was going to show him every inch of what he'd been missing. "We'll go to Daredevil in the Kitchen. He can keep us safe."

"You want to go to Hell's Kitchen to be safe? Good luck. Daredevil has enough on his plate."

"Johnny Storm then."

"He's _registered_."

"So are you."

"You think I'm going to bury you in an unmarked grave or something?"

Mary-Jane raised an eyebrow.

"Peter would never let me hear the end of it."

* * *

Radioactive Man took the lowest level of the four in the parking garage. There were barely any cars down there, just thick curtains of webbing lining the walls. He amped up his radioactivity to cast a sickly green light over the room. It also kept his radio full of static. Anything to keep the Westerners out of his ear.

"You know how they control reactions in a nuclear power plant?"

Radioactive Man spun around. There was no one. He considered calling for help.

"Ah, but then you'd have to dial down the nuke. And then you'd be alone in the dark with me."

"I can deal with you all by myself!" Radioactive Man said calmly and certainly. But not as much as he would've liked.

"They control nuclear reactions with a nuclear poison, usually a boron rod like the one I've been sharpening all evening."

Spider-Man burst loose of a patch of webbing, dropping down to one knee to drive a metal stake through Radioactive Man's foot. Radioactive Man, screaming instinctively, threw out his hand. Nothing happened. His fingers were turning brown at the tips.

"Stick around," Spider-Man suggested, and stomped the stake deeper into the ground.

His spider-sense tingled as the muzzle of a gun tapped his forehead. "No sudden moves," Bullseye said. "Nobody could miss at this distance, least of all me. Thought you'd take on the slant-eye first. What happened to him, anyway?"

"He had a little meltdown."

"Heh. Norman's been on me to seal the deal. Your head puts me onboard the freedom train."

"You want off the team, Bullseye? It's a good thing you came to me. Songbird told me all about your nanochain."

"By this time tomorrow it'll be a memory, just like you."

"Oh, I think it's gonna be on your mind for a while. Twenty minutes at Radio Shack. All it took." Spider-Man clapped his hands. Bullseye went down, screaming until his body cut off the ability to do even that. "The real hard part was hooking the remote up to the Clapper. I'm taking care of Penance now."

* * *

Robbie Baldwin didn't like this. Taking down irresponsible capes was one thing, but Mr. Osborn was wrong about Spidey. Spidey was Robbie's hero. But he'd have to trust Mr. Osborn's judgment. His own had gotten Stamford wiped off the map.

Spider-Man stepped out from behind a corner, arms raised. "I don't want to fight you, Speedball."

Penance remembered Mr. Osborn's orders. He shot first.

The pain ripped through a support pillar, bringing down debris and parked cars from the next level. Spider-Man was long gone by the time the first one landed.

"Speedball's dead! He didn't deserve to live after what he did!"

"So now he hunts heroes?"

Penance looked around frantically for Spider-Man's black and white. "Not heroes! Disasters waiting to happen!"

"Anything else you'd like to pass along to the kettle while I'm letting him know he's black?"

"Don't mock my mission!" Penance sent waves of pain coursing out of his body, flipping cars, pulverizing debris from his earlier blast.

"Robbie, I'm going to stop you now. It's going to hurt some."

Penance saw the white spider erupt from the darkness. He pointed at it, pouring all his pain into the responsibility, but Spider-Man ducked. Grabbed Penance's hand and ripped the glove off, dropping it like a livewire when the fresh pain sent another lightning bolt through the side of the parking garage. Steaming dirt poured in, avalanching to Penance's feet as Spider-Man wrapped a webline around Robbie's arm and pulled it taut.

Penance blasted wildly, stray shots exploding cars into flaming wrecks. "You're the villain, not me! I save people, you hurt them! You're careless and you're irresponsible and you need to be put down!"

Spider-Man grabbed Penance's wrist and jerked him into a wall, dazing him as Peter wrenched the arm up and drove a syringe into the vein. "I know. But not by you."

Penance pulled free and, summoning all his pain and all his angst, threw his hand out at Peter.

Nothing happened.

"What'd you give me?"

Spider-Man tilted his head a little. "Painkillers." He caught Penance when the Thunderbolt tipped forward, undoing the latches on his armor with brisk, efficient movements. "You've spent enough time in there."

* * *

Strucker found Baldwin as Spider-Man had left him, naked except for the web holding him to the wall. He immediately opened a line to Moonstone. Got static. Switched to Radioactive Man. More static. Damn Osborn for stuffing the team with mongrel incompetents.

Penance's helmet landed at his feet. "Heard you were on the redemption kick." It was Spider-Man, speaking through the helmet's earpiece. He must've taken the radio off another Thunderbolt. "I know better than to believe what I read in the papers, but I'd be willing to let you walk away. My fight's with Osborn, not you."

Strucker spiked the helmet on his sword and lifted it to eye-level. "Osborn is a vulgar upstart, but he has sworn to clone my sister in exchange for your blood."

"Clones are bad news, trust me on that. Last chance, Zemo."

"Peasant! I am a von Strucker!" He jerked the helmet up to his teeth. "Andreas von Strucker, only son of Baron von Strucker and architect of the Fourth Reign!"

"Aw, you'll always be Mr. Overcompensation to me." The flashbang stuffed inside the helmet exploded. Strucker's vision went white, but he still heard well enough to slash the lunging Spider-Man out of the air. Only Spider-Man webbing the blade at the last second saved him from being halved. Peter was still flung ten feet by the sledgehammer-like hit. He landed in a roll, spun right up the wall, and stopped in a horizontal crouch.

"I thought your sister already came back…" Spider-Man popped off the wall, over a backhanded swing from Strucker that cut through the concrete like butter. "Oh, right, Skrulls killed her. Is this gonna be one of those South Park things?" Spider-Man weaved and bobbed between Strucker's wild swings. "'Oh my god, they killed Andrea! You bastard!'" he said in a squeaky voice.

Strucker was tossing off bomb-blasts with each missed swipe, rapidly filling the air with debris and smoke. It wouldn't be long until there was either a cave-in or Peter found his head separated from his body. He needed to get topside, where he could maneuver freely.

Spider-Man slowed down long enough to prompt Strucker's biggest swing yet, then leapt over it. In mid-air, he grabbed the hilt and jerked the blade up, blowing an escape route in the ceiling.

"Rich Corinthian leather," he said Cubanly, grappling with Strucker over the tanned hilt.

"You dare lay your filthy hands on my sister!?"

Spider-Man jerked his hands away. "Ewww!" He flipped up through the ceiling. "That is gross. And I fight Venom on a regular basis. I know gross."

Strucker swung in a scything arc, sending concussion blasts to tumble all the nearest support pillars. A fifty-square-foot segment of concrete caved in, dumping Spider-Man on his ass. Strucker survived with a forcefield, dropping it before the dust could settle. In an instant, he was upon Spider-Man. A hastily-snapped-off length of rebar was all that saved Spider-Man. Even that was rapidly whittled down by Strucker's blade. When it was down to little more than what Spider-Man held in his palm, he threw it in Strucker's face and jumped to the next level. Strucker followed with an impossible jump.

"So, swordsmanship, forcefields, flight, energy blasts… guess the only thing you can't do is get married. Except in Arkansas."

"How dare you mock our bond! Our relationship was pure and of the light!"

"Dude, you're using her left buttcheck as a glorified oven mitt. I don't think that's a healthy relationship."

With a scream of unparalleled rage, Strucker flew at Spider-Man with his sword held over his head. Spider-Man shot parallel weblines from either hand, forming double-thick 'manacles' between his hands to catch Strucker's blow. The blade sunk halfway in and was held fast. Spider-Man brought his knee up to kick just as Strucker channeled his power through the sword.

It hit Spider-Man like a freight train, stomping him into an SUV after dozens of feet of painful flight. The SUV tumbled, end over end over end, to come to a rest near the docked T-Bird. Spider-Man poked his concussed head out to see Moonstone and Songbird pouring all their energy at each other, the two beams breaking against each other in the middle of the T-Bird's hold.

"Woo, catfight," he said in a monotone.

His spider-sense rang and he was in motion again, grunting off the dozen aches jetting across his body. Strucker's slash had turned the SUV into a compact car. In flight, Spider-Man grabbed one of the T-Bird's tail fins and orbited it until he was crouched on the roof. He shot a webline into the middle of Strucker's chest. "Let's take this outside." He jumped out the hole the T-Bird had made, dragging Strucker along for the ride.

* * *

SHIELD Trooper Omar Patkau, commander of NY Squad 14, assigned to crowd control, watched in disbelief as Spider-Man jumped out of the hold he'd been assigned to guard. The webhead was whipping Strucker around by a webline, at least until Strucker cut the cord and landed in a crouch atop an abandoned taxi cab.

"Should we engage, sir?" his second asked.

Omar thought about Ben Urich's article on Strucker, who'd fought the Avengers more times than anyone could count. He thought about the warrant on Spider-Man. He thought about the time his little girl had come home, excited out of her wits, because Spider-Man had saved her.

"We're here to keep the public out of harm's way, not engage. Let 'em work it out."

* * *

Spider-Man moved impossibly fast, not bothering with weblines as he ricocheted off buildings and streetlights like they were made of rubber. Strucker carved up the landscape trying to overtake him with the sword's power. Finally, exhausted, he leaned his sword into the ground. "Stop dancing around and face me!"

"Anything you say." Spider-Man jumped down, landing perfectly balanced on Strucker's blade even as he raised it. "You are the master race." He kicked Strucker so hard the Thunderbolt's visor shattered. Strucker's head rocked back to a painful angle, where it stayed as he tilted over. For good measure, Peter broke his sword and dropped the pieces on Strucker's chest. "Guess they'll be calling you shrapnel-man from now on."

* * *

After a short drive, they parked Felicia's car in an underground lot. Mary-Jane tried getting out of the car, but Felicia stopped her. After a moment, the car sunk down into the pavement. When it stopped descending, Felicia opened the door.

"Welcome to the Cathouse," Felicia said proudly.

Mary-Jane looked around the safehouse. It was something of a studio apartment, but encased in steel and concrete except for one pathetic movie poster and a bulletin board shotgunned with news clippings and Post-It notes. The furniture was Spartan, but there was a TV and a small library of DVD cases and books.

"Place looks nice," Mary-Jane said, sitting down with the TV remote to find any news on Peter.

"I've had sex on every piece of furniture here."

MJ looked at the rocking chair she was in.

"Multiple orgasms," Felicia confirmed.

* * *

Spider-Man had overshot the police presence. He was swarmed by reporters, but one good look at him and they gave a wide berth. He webbed a microphone away from one of them and held it up to his razor of a mouth.

"Hello, New York! Hey, quick question, quick question… _how fucking stupid are you people?_ I mean, I know, I _know_, you'd rather keep demonizing me than fucking admit you might be wrong—hey, sidebar, how many crimes have I committed that it turns out I was framed for? One, two, ALL OF THEM!

"And I accept that. You're a cynical lot. But Steve? Steve punched Hitler in the face and for that you think he's a relic? And you just keep digging the hole deeper, because 3 words: Norman fucking Osborn! Are you fuckers high? The X-Men are terrorists, I'm a public menace, and the Green Goblin is a saint. Yeah, I said it. He's the Green Goblin. Did you forget that? Do you even care? I know he says the right things and looks good in a suit, but he's evil. Doesn't that matter to you?

"I thought you were good people. Hell, I thought _I_ was a good person. But we just keep causing pain, don't we? Hey, little known fact: Despite the hair, Normy isn't a virgin. He had a galpal once. Gwen Stacy. Then, when she got pregnant, she realized what a psycho he was and tried to leave him. So he dropped her off a bridge. Made all the papers. And then, because it wasn't enough for him to turn one kid into a drug addict, he raised her babies as assassins. He does like his proxies, Norman. He hates me, but he's afraid of me too, so he spends all his time sending his puppets out to get heroes who remind him of me.

"And why is he so afraid of me? Well, the last time we fought, he killed himself with his own glider. Yeah, he was trying to hit me with it, I dodged out of the way, pow, splat, no more Norman. Ha, I should be so lucky. Years pass, Norman comes back from the dead, and since he knows I'll whup his ass, he starts killing innocent people to get his jollies. Dumped this nice college girl in a lake. Do you even remember that far back? Her name was Terri Kidder. She had parents who loved her, siblings, a boyfriend. Do they just not matter to you? One of the many Norman's killed. Is there a ratio I don't know about? If he apprehends a hero for every girl he brutalizes, does that make it okay? Could someone let me know? I really… just want to know the rules. I'm so tired of not knowing how to play the game…"

* * *

"He's fine," Felicia said, somewhat to Mary-Jane, but mostly to herself. "He's just faking them out. Mindgames. He's a smart one, Peter. He wouldn't be doing something stupid."

* * *

Norman Osborn watched the live feed in growing anger. Peter Parker was _slandering_ him. The man Peter described wasn't him; he was a hero, for Christ's sake! Hadn't he turned back the Skrulls? Wasn't he head of SHIELD?

_Let me out, __Norman__. I'll shut him up. I'll shut him up forever._

No! He had to think rationally. Spider-Man wasn't registered. Someone would come to deal with him. Tony Stark _will give him a slap on the wrist and send him on his way. You're the only one who can deal with this. You're the A-1 crackerjack boy. You just need me, not all those incompetents working for you._

Norman opened his desk drawer.

_I see you._

* * *

Spider-Man's wordless repose—tears silently straining from his eyes—was interrupted by the hellish roar of a jet engine. Of course. It would be Norman. The world had become so claustrophobic that there was only room for the two of them.

Spider-Man didn't juke or dodge. He ran headlong toward the source of the sound, the fearsome glider Norman rode into battle. He immediately recognized the Goblin's laugh. It was the sound of a man freed. It called to him.

The Goblin blazed down the middle of the street, shearing through traffic lights. He laughed louder when Spider-Man charged, a suicide run. Two bombs unfurled from his hands. Spider-Man whipped them out of the way with weblines and the explosions kicked at evacuated buildings. The Goblin stopped laughing. Spider-Man lunged.

They met, split, the glider veering to embed itself in a cornice and the two arch-enemies hurdling to the ground. A car crunched under them and Peter was all fists and teeth. Norman bucked like a wild animal brought to ground. He screamed as hysterically as a vampire in daylight as Peter ripped away his mask.

"Take a good long look," Spider-Man growled at the cameras.

The Goblin threw Spider-Man off, his deepening madness backing up his muscles. A practiced gesture and bat-shaped throwing knives were thrown at Spider-Man. Peter jerked out of the way and they bit concrete. He said not a word as he tore a parking meter from the pavement and speared it at the Goblin. It punched through the crushed car, hitting no flesh. Norman was back on his glider.

"Something's got you in a tizzy," the Goblin commented acidly. "I hope it has something to do with me."

"Shut up and fight."

The Goblin lashed out with a bomb. Spider-Man backflipped away from the impending crater. He stuck to the wall, jumped off that when the Goblin threw another bomb. This leap took him to a roof, where he looked down on the Goblin. "You want me, come and get me!"

He ran. The Goblin chased.

* * *

Felicia made a physical effort to breathe as she watched the news footage unspooling before her and Mary-Jane. Peter was… hurting, obviously, somehow, and hell, Peter could beat anything, but this wasn't Peter at a hundred percent. This was some crippled Peter and how could she have _believed_ him, how could she have let him go into battle when he was walking wounded? Was she still seeing him as the invincible Spider-Man instead of mortal Peter Parker, so sweet and so achingly vulnerable? If Peter died, she'd only have herself to blame…

"Turn it off," she whispered harshly.

Mary-Jane turned away from the TV in disbelief. "I'd like to see if my husband lives or dies, thanks."

"Yeah, well I don't want to think about that shit," Felicia said, breezily dismissive. "Change it to something else."

"Go in another room if it bothers you!"

"There is no other room. This is a safehouse!"

"Nice design, honey."

"Hey, maybe you can watch someone you claim to love getting the shit beat out of him-"

"Peter means a lot to me!"

"I could tell by the way you fought for him," Felicia snarled.

"You're right, I should've hung around and flirted with him in a slutty outfit. That would be the mature, adult thing to do. What was I thinking!?" Mary-Jane demanded, elegantly sarcastic. Felicia forced herself not to wonder if she'd gotten that from Peter or if Peter had gotten that from Mary-Jane.

She had to stay with righteous indignation, had to not lose any ground. "Why are you so angry at me, anyway!? _You_ broke up with _him_! What the fuck did I do wrong besides not being om-fucking-nipotent and knowing that you and Peter were just on break? Oh, right, I forgot, you're perfect for each other and the whole world should just stop so you can cuddle."

"I'm not angry at you! I'm angry at myself!"

"What the hell is that supposed to mean—psycho?"

Mary-Jane ran her hands through her hair, gathering it behind her head. "When Mephisto offered us the deal, I knew Peter was going to take it. He had to. But by cooperating, I managed a stipulation. I told Mephisto… I told him to make your identity a secret, so there was nothing to stop you two from… nothing to stop you from taking care of him. That was the only way I could live with it. If I went in knowing that he would have you."


	7. Chapter 7

Over the course of twenty minutes, Spider-Man led his nemesis across the city, letting him use up his supply of bombs. Once Norman had resorted to his short-range goblin sparks, Peter stopped circling his destination and ended the chase with a window-shattering crash.

Harry Osborn dropped the phone he had been speaking into.

Spider-Man glanced at his old friend. Even without the now-frayed mask, his face would've been unreadable. He'd passed beyond the realm of tears and feelings, into something fatal.

"Hey, pal," he intoned, before any and all words were swallowed up by the noise of the glider ramming through the wall.

"Harry," Norman muttered, voice shattering.

"Oh, how rude of me." Peter pointed to Harry. "Gobby, this is Harry. Harry, this is the man who killed Gwen Stacy. Oh, you two already know each other."

"Lies!" Norman shouted.

"Right, I forgot. The fall killed her. You just dropped her." Peter glanced at Harry. "Thought you should know. Secrets, you know… tear families apart."

In Harry's eyes, Norman saw a son's love murdered.

"It's not—not like that! Gwen was—she got in the way, she was—"

"She was my friend." Harry's face seemed to be whirling through emotions, discarding them as nothing fit. "Peter loved her, she was a good person!"

_"There are no good people! Get that through your thick head!"  
_  
"You can take his word on that," Peter added.

With a cry of sheer murder, Norman wheeled the glider about and fired it toward Peter, who remained stock-still. He had expected this. A martyr's death was much more than he deserved. With Norman disgraced and his own statements replayed for months, the SHRA would soon rattle. Tony would do the right thing, once he had no other choice. So would Jameson, once he knew Spider-Man was really Peter Parker. The only thing he still wondered about was what he would say to Gwen when he got wherever he was going (please, God, let it be where Gwen was). How would he introduce her to Felicia? He hoped Uncle Ben and Aunt May wouldn't be too sour with him. He had tried, after all, by God he'd tried…

"Let's die!" Peter screamed.

Peter felt an impact. But not in the chest, where he'd expected the glider to impale him. In the side. A hard push, not Norman. His son.

As he fell out of the way, Peter had time to see Harry take the death meant, by all but fate, for him. The spikes that had failed the father succeeded on the son. Harry's eyes widened in astonishment; at the pain, at the fact that Norman hadn't stopped at the last second, at his own heroism. Then he was cruelly jerked against the wall and held there by the same pulpit his father preached from.

Norman fell to all fours on the glider. "Harry…" He shook his head, disbelieving. "He was our enemy."

With all his will, Harry raised his head. "Not mine."

Face contorted as frighteningly as his mask ever had, Norman turned, lunged like an animal. Peter reacted to his danger-sense with the same unthinking instinct with which he had once dodged a glider. Norman received the full force of Spider-Man's strength, enhanced by his totem and focused by Avengers training… channeled into a simple backhand.

Norman flew across the room, smashed through the wall, and kept going. He didn't stop until he broke through the outside wall and hit the fire escape. It tangled around him like he was a fly in a spider's web.

Peter didn't notice that his costume had burst along where his biceps had flexed, or even that Norman was gone. His heart was thundering too loud to hear the walls breaking in the distance. His eyes were transfixed by Harry's body transforming into a corpse before his eyes.

Peter didn't say anything. Harry would never say anything ever again. Spider-Man turned and, every step feeling like a thousand miles, walked to where Norman hung half-in and half-out of his steel prison. Night had fallen. A helicopter's searchlight cut through it, impaling Spider-Man. He ignored the harsh glare as he gave the fire escape a stout kick, loosening Norman.

"Is that the best you've got, Tony? A washed-up old terrorist, still coasting off something that happened over a decade ago? **Stark!** I asked if that's all you've got!?" He stomped on the fire escape and a step broke free, clanged to the ground.

Norman cackled orgasmically. "You see, Peter? We're the same. The world's taken from us, and we're going to take back. I'll see you in hell, kid."

"I'll be waiting." Peter bent the railings into Norman's bonds. "Because at this rate, I think I'm going to die a lot sooner."

Norman looked longingly over the edge. "Kill me! Please."

"I already did. Everyone knows who you are now. They're going to lock you up with all the other psychos. You're going to rot, Norman." He kicked Norman's head hard enough for it to rebound off the brick wall. "Get started."

Then he climbed, slowly, hand over hand, until he was on top of the building. Three news helicopters circled him. "Come on, Tony. Do your own dirty work for once. I know you can hear me, **come on!**"

The searchlights shut off. The helicopters flew away. A moment later, Iron Man landed on the roof.

"It's over, Peter. Go home."

"Over? What's over? What's home? Am I not good enough to kill?"

Peter heard the faint hum of Iron Man's repulsors charging.

"Stand down, son."

"Don't you dare pretend you're Steve! You're not half what he was."

Iron Man's helmet opened. The man inside had dark rings under his eyes. "Everything I've done has been to help people like you and like them!"

Peter staggered toward him. "By making me a fugitive? By giving Osborn the right to hunt me down?"

"If you'd registered, it never would've come to this!"

"If I'd registered, I wouldn't be able to do this!" Peter swung his fist into Tony's chest unit. It sparked as he flew backwards into a water tower and his helmet snapped shut just as it crashed down on him. Peter's hand had broken in a boxer's fracture, but it was a small price to pay. He leaped onto the wreckage to finish the job.

Time slowed. Peter felt it like a drawn out spider-sense, a warning of infinite danger. Mephisto stepped out of Tony's armor, wearing a Tony Stark business suit.

"I love wearing the evil in men's souls." He noticed Peter. "My, we are racking up quite the body count. Tough luck about Harry. Maybe he'll stay dead this time."

"Stay out of my way."

"So you can kill Stark? Sounds like fun. What's next? Are we going to go door-to-door down Pennsylvania Avenue, punching out anyone who voted for the SHRA? If you're intent on blackening your soul, I have a far quicker, far more lucrative way to do it."

"You screwed me before. Why should I trust you?"

"Me? Granny was the one who insisted on a refund. But how about store credit? A little discount on our new deal."

"What do you want now? Let me guess, my love for Felicia?" Peter sat down. He couldn't suppress a yawn. When had he last slept?

Mephisto was incensed. "Did you really think I gave a damn about you and your little girlfriend's love life? That was just a down payment. No, I want the whole enchilada. The soul of a hero, Parker. Nothing like it."

"Spider!" Black Cat's voice was hoarse with worry. As soon as she'd touched down, she threw her arms around Peter. "We have to go, now! It's only a matter of time before someone remembers you're a fugitive and sends in the National Guard!"

"Meow! I should've worn you. Temptation: My favorite sin. See, Peter, I didn't screw you over on our first deal. If you hadn't gotten away from the ol' ball and chain, how could you ever have lived with squeezing this tomato? Was she nice and ripe? Was, wasn't she?"

Felicia looked over Peter's shoulder while still clutching him protectively. "Who the hell is this?"

"Who, the hell," Mephisto repeated whimsically. "I'm an old friend of Peter's. You could say I played matchmaker for you two."

"He's a man of wealth and taste," Peter sing-sung mirthlessly.

Felicia took a step back and tried pulling Peter with her, but he was immovable.

"So what's it to be, Peter? I can give you your aunt back."

"She's at peace, thanks," Felicia hissed at him. "Come _on_, Spider, don't listen to this guy!"

"Then allow me to sweeten the pot. I can make the blonde and the redhead happy. Let's face it, you've wrecked their lives beyond repair. You stud, you've literally ruined them for other men. Do you know how many chances for happiness they've passed up because they were in love with you? They're beautiful, young, successful ladies… Mary-Jane could have kids by now. Felicia could be married to George Clooney. Give me your soul and I'll make them forget you were ever part of their lives."

"No!" Felicia shook Peter into looking at her. "No," she repeated vehemently.

Peter pulled his arm away from her. "Be quiet. Let me think."

Mephisto's hands settled on Peter's shoulders, supportive, soothing. "Yes, think. You're good at that. Two people's happiness for the price of yours. As if you could be happy, after what you did to them. You know a good deal when you see it, Parker. It's time to let the sun set on this day, and dawn on a brand new one, full of promise and possibility… for them at least. You'll like being on my side, Parker. Once you rip the wings off an angel, you'll want nothing else."

Felicia grabbed Mephisto's lapel. "If you don't let go of my boyfriend, I'm going to be wearing your balls as earrings."

Mephisto stepped back, hands held high. "Oooh, I'm quivering. Go on, my dear. Say you don't mind him going back to Mary-Jane. Lie. You've done it to yourself often enough."

Felicia turned her back on Mephisto. "Peter, listen to me." She ripped off his mask. "Damnit, I'm your girlfriend, you're gonna fucking listen to me! I remember who I was before I met you. I was a stupid little girl… a selfish criminal… and you taught me to care about people. You helped me be the person I always hoped I would be. You're like, my personal Ghost of Christmas Past, Present, and… you're my future, Peter. I won't have you change one second, do you hear me? Not one second of pain, not one second of anguish, not one second of doubt or fighting or jealousy. I won't have it!"

Mephisto wafted Felicia's hair in front of Peter's face. "You say that now, but let's be honest. He's a disappointment to you. How would you like someone who's a superhero without the mask? You want Iron Man? I can get you into his iron pants. How about Cap? He's gonna come back sooner or later, why not let him come with Felicia? Or Cary Grant? Don't lie, Felicia, you know you want Cary Grant. Peter, I can give her the hero you can never be."

Felicia wouldn't break eye contact with Peter for all the diamonds in the world. "I want you. No one else. Please, Peter. Let's go home."

"Which home? Yours, or Mary-Jane's?"

"We'll work something out. We won't run away from our problems, like this asshole wants us to. That only lets them get worse. We'll face them head-on… together." She kissed him slowly, sweetly, a forgiveness for the past and a promise of things to come.

"Peter." Mephisto flickered from Aunt May to Mary-Jane to Steve. "This time you can't save the day."

Peter took a firm hold of Felicia. "Go to hell, Mephisto."

* * *

Mary-Jane watched on the news as Peter and Felicia swung off the building, already disappearing into the lights of the city. They'd be coming to her, the two of them. She didn't know what they'd all do when they arrived, if Peter would pick her or Felicia. She didn't even know what state Peter would be in. But, as she set a first aid kit out for Peter and tied her hair behind her head… she felt hope. For the first time in what felt like forever, she was hopeful. She loved Peter, still, always. Nothing could take that away.


End file.
